id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b19939cd-5f7c-4180-a60e-8fc8d23f0daf | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemp... | Label: Severability |
2607697d-05af-4c40-96ab-e733ee620029 | Clause:
As of the date hereof, other than as set forth on Schedule VI , no of Borrower or any Affiliate (i) has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property (collectively, “ Intellectual Property ”) with respect to any Property or the use or operations the... | Label: Intellectual Property |
36902f1a-428e-4b11-afa9-806078cf80f1 | Clause:
Each of IHS and its Subsidiaries owns, or is licensed or otherwise has the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by IHS and its Subsidiaries does not infringe upon the rights of any other Person, except for any... | Label: Intellectual Property |
40dc341e-76d1-4106-a418-2ed3e15713cc | Clause:
The documents, certificates and written materials furnished to the Agent or any Lender by or on behalf of the Company for use in connection with the transactions contemplated in this Agreement, taken as a whole with other documents, certificates and written materials furnished contemporaneously therewith, do no... | Label: Disclosures |
54b40ac1-1262-4319-8157-ca180e6bae1b | Clause:
Upon the terms and subject to the conditions set forth herein, the Issuer agrees to sell, and the Investor agrees to purchase the Note, in an aggregate principal amount of $1,500,000, a Warrant to purchase 10,000,000 shares of Issuer common stock with an aggregate exercise price of $500,000, and the Origination... | Label: Sales |
a228f6f9-529d-4d42-aeca-48df3dd4713a | Clause:
During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), paid at a biweekly rate, at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less t... | Label: Base Salary |
03a33ea5-a910-4fa3-954d-b9b98f3aa197 | Clause:
Neither Borrower nor, to Borrower's knowledge, any ERISA Affiliate of Borrower has incurred or could be subjected to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code or maintains or contributes to, or is or has been required to maintain or contribute to, any employee benefit plan ... | Label: Erisa |
89719f34-e8ae-417e-a5e3-c8989c240ced | Clause:
No Event of Default has occurred and is continuing, both before and immediately after giving effect to this Agreement. Seller is not in default in the performance, observance or fulfillment of any contractual obligations applicable to it or its property.
Task: Classify this clause into ONE of these types (exa... | Label: No Defaults |
fdf2f981-627a-410a-8200-9e1340efebcd | Clause:
Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law... | Label: Tax Withholdings |
3d25671a-e500-4a3f-b9e5-d569ed79f093 | Clause:
The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of Texas without regard to its choice of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Applicable Laws |
fe4f42bf-557d-4afa-aa27-7702fd81724f | Clause:
Comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Loan Party’s or Subsidiary’s business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision ... | Label: Compliance With Laws |
09a157cb-f3be-40ff-8329-93fb6f89dce5 | Clause:
The Trustee shall be the “Tax Unitholder” of the Company for federal, state and local income tax administrative or judicial proceedings (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as a “judicial review”) and is treated as the “tax matters p... | Label: General |
f690790d-585a-4b93-af0c-d28a001ca7cf | Clause:
The representations and warranties of Buyer contained in this Agreement and the Ancillary Agreements (i) shall be true and correct at and as of the Effective Date in all material respects and (ii) shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date ... | Label: Representations |
f3d5a7c2-d7df-4a63-a5ca-217eb834cf94 | Clause:
The Parent Guarantor is duly organized, validly existing and in good standing under the laws of Delaware. The Parent Guarantor is duly authorized and qualified to do business and is in good standing in its jurisdiction of incorporation and in jurisdictions in which the conduct of its business requires it to so ... | Label: Organizations |
0bd6a67c-dfb1-4e7c-b50b-de08444705c7 | Clause:
During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit, fringe and perquisite plans, practices, policies and arrangements as in effect from time to time (collectively, “ Employee Benefits ”), on generally the same terms and conditions as each of the Employee Ben... | Label: General |
dc89d5cb-03e9-44a7-816d-86e9e5057fe6 | Clause:
The Lessee is a corporation duly organized and validly existing in good standing pursuant to the laws of the State of Delaware; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires to be so qualified, except where the failu... | Label: Existence |
d468c3ce-3305-40a4-80aa-aa2ceb1bb4c1 | Clause:
Borrowers shall use the proceeds of Revolving Loans solely (a) to pay transaction fees incurred in connection with the Financing Documents and (b) for general corporate purposes and for the working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for family... | Label: Use Of Proceeds |
f274c31e-bb5e-4dd8-8446-f37f9d3327cb | Clause:
This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, between the parties hereto with respect to the subject matter hereof. ... | Label: Entire Agreements |
f9ba921b-6565-42ae-8145-64cda4f8989d | Clause:
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided , however , that the Director’s continued service on the Board of Direct... | Label: Positions |
5cba8a81-f7de-4e73-90ee-ab98c3223fb2 | Clause:
Give the Lender prompt written notice of an amendment or modification to any of the Credit Parties’ Organizational Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Amendments |
da2f5f6c-b3e1-47fd-ad7d-798aae7ebc53 | Clause:
All federal and state income tax returns and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed (except for any such returns the non-filing of which would not result in any material fine or penalty or would not ... | Label: Taxes |
390b932c-e595-40ad-b6eb-cddc59a1b711 | Clause:
Except for fees payable to Scarsdale Equities LLC, no placement agent or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contempl... | Label: Fees |
d92269ab-e52d-41e3-9e3c-55102c449965 | Clause:
Subject to Sections 2(b) and 2(c), one share of common stock of the Company (the “Common Stock”) shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will deliver the appropriate number of Shares to the Dir... | Label: General |
38b62b9e-7e2b-4846-961e-a782d4feb966 | Clause:
This Agreement constitutes the entire agreement between the Executive and the Company with respect to the subjects addressed herein and supersedes all prior agreements, understandings and representations, written or oral, with respect to those subjects.
Task: Classify this clause into ONE of these types (exact... | Label: Entire Agreements |
c5315f89-e902-43ec-b3e9-b4628afd7609 | Clause:
The Executive shall be entitled to receive prompt reimbursement of all expenses reasonably incurred by him in connection with the performance of his duties hereunder, in each case in accordance with policies established by the Board from time to time and upon receipt of appropriate documentation. Upon the Exec... | Label: Expenses |
f0834b87-2ee8-4c1a-8548-65d62f331a29 | Clause:
Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the exclusive jurisdictio... | Label: Consent To Jurisdiction |
24140d19-efae-4081-9dce-1c2d1e64f24b | Clause:
Seller has paid all taxes, including penalties and interest, that are due on or have accrued through the Effective Date and all required reports and returns relating thereto have been, or will be, timely filed, subject to any extension rights. To Seller’s Knowledge, all sales and use taxes required to be paid o... | Label: Taxes |
3bb5d10b-3d18-46b2-8943-b9d7db6990c5 | Clause:
No failure or delay by the Administrative Agent or any Secured Party in exercising any right, power or privilege hereunder 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 privilege. The... | Label: No Waivers |
1342ecc9-a9c6-41cf-aa66-246f85990de7 | Clause:
All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and deliver... | Label: Survival |
5051b032-faac-4d11-9928-f9167e1fa83c | Clause:
This Agreement may be executed in several counterparts, each of which when executed and delivered is an original, but all of which together shall constitute one instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart which is executed by ... | Label: Counterparts |
4bd50b6d-7c15-4d05-a9ac-44fac4ae27e9 | Clause:
The Restricted Shares shall vest as of the date of grant.
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 E... | Label: Vesting |
6826c831-0093-4ba7-ad04-6723903a7113 | Clause:
The Company has all corporate power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Loan Documents, (ii) the authorization of the performance of all obligations of the Company... | Label: Authorizations |
191e082e-f589-4d3b-a221-f51748bbdcc2 | Clause:
(a) Under the laws of Mexico, with respect to the execution, delivery and performance of this Agreement or any Note issued hereunder, each of the Mexican Borrower and its Subsidiaries is subject to private commercial law and to suit, and neither it nor its properties have any immunity from the jurisdiction of a... | Label: Enforcements |
d83d71aa-f719-42c0-8197-33a3c42b5d64 | Clause:
After giving effect to the transactions contemplated hereby, the aggregate assets (after giving effect to amounts that could reasonably be expected to be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Credit Parties, taken as a whole, exceed the aggre... | Label: Solvency |
61cf48a9-44af-4483-b45b-a209a0eb71c6 | Clause:
This Agreement, including the Employee Confidential Information and Employee Innovations and Proprietary Rights Assignment Agreement incorporated herein by reference, and the Product Purchase Agreement (in each case, including all Schedules, Exhibits and Appendices hereto and thereto) contain the entire agreeme... | Label: Entire Agreements |
760b24e9-94cc-44dc-8b0e-cbbb21dbd771 | Clause:
All corporate or similar action, as applicable on the part of such party, necessary for the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby have been taken. This Agreement has been duly executed by such party and constitutes a valid and legally bindi... | Label: Authorizations |
ae452dd3-4b7e-432c-916d-f7c92da06451 | Clause:
In the event of actual or threatened breach by Executive of any of his covenants in Articles V , VI , and VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to whi... | Label: Remedies |
7bcee375-f75e-4fe2-b2cb-c7360237aef9 | Clause:
Except as otherwise provided in this Section 15.2 , no Unitholder shall, in any manner, either directly or indirectly, divulge, disclose, or communicate to any Person any non-public information, data, observations or materials relating to the LLC or any of its Subsidiaries or their respective assets, liabilitie... | Label: Confidentiality |
ae2f1107-f194-47e9-a699-173c5505ebba | Clause:
Each Participant may elect the percentage of his Compensation (stated in full percentages, unless otherwise permitted by the Committee on a uniform and non-discriminatory basis) which shall be contributed to the Plan in cash to his Before-Tax Account as Before-Tax Contributions and to his Roth Account as Roth C... | Label: General |
a5ac57d2-ba55-4840-a192-20a95efbf9e0 | Clause:
Borrower and TRS Entity shall, without expense to Lender, execute, acknowledge and deliver all further acts, deeds, conveyances, mortgages, deeds of trust, assignments, security agreements, and financing statements as Lender shall from time to time reasonably require, to assure, convey, assign, transfer and con... | Label: Further Assurances |
ef4664ca-d716-4319-9c48-b18a40a92bbe | Clause:
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in ... | Label: Entire Agreements |
7713aaeb-cf89-416a-b36e-5f22d6bd4d8a | Clause:
This Agreement may be executed in any number of counterparts, all of which together shall constitute a single Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Counterparts |
19ad7ae8-72b7-4b24-94a1-2defdbc55c8b | Clause:
Subject to the requirements of clause (e) of this Section 11.06 , any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operat... | Label: Participations |
7a6ab4eb-8937-4307-a2c0-aea3b49d7819 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and the CEO.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Amendments |
9728d569-88ea-4bf7-a604-7d8938706381 | Clause:
All amounts due under this Section shall be due and payable (and subject to the DIP Financing Orders) shall be paid not later than 10 days after demand therefor; provided , however , any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial d... | Label: Payments |
470b8716-8844-4b84-89cd-3359d8d33f4f | Clause:
The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided , however , that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The ass... | Label: Assignments |
bc84b3a3-3423-4cc2-96c1-72408730ef42 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
44200f50-a86d-4437-8465-f94015d48fb2 | Clause:
Each Party acknowledges that because money damages would be an insufficient remedy for any failure of any Party to perform its obligations in accordance with their specific terms or any other breach of this Agreement by any Party, each non-breaching Party shall be entitled to specific performance and injunctive... | Label: Specific Performance |
16e8060f-7a21-4846-85cf-a91fdda7bf0e | Clause:
Except as provided for in Section 23.1 above, this Agreement may only be modified, amended, changed or supplemented in writing signed by both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Amendments |
42ebff4f-8fc6-4833-899b-e77286e52e33 | Clause:
Except as otherwise provided herein and in the Plan, the Restricted Stock Units will vest upon, and to the extent of, the achievement of specific performance vesting conditions, as described generally in Exhibit A attached hereto and specifically with respect to Grantee in Exhibit B attached hereto. The extent ... | Label: Forfeitures |
5eb81a58-d435-47dd-955f-aaac8b1cfd5a | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws of such state or any other jurisdiction that would cause the application... | Label: Governing Laws |
a43492d1-5edd-469d-8545-7324e2179118 | Clause:
Evidence that: (i) each Seller has added Administrative Agent as an additional loss payee under each Seller’s Fidelity Insurance and (ii) Property Manager has added Administrative Agent as an additional loss payee under Property Manager’s Fidelity Insurance.
Task: Classify this clause into ONE of these types (... | Label: Insurances |
fe3e7bf3-ad08-47c9-ae11-870621d254f0 | Clause:
This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the su... | Label: Miscellaneous |
d5dba3b5-e4da-4fc9-b164-7cdc21b1e54c | Clause:
Immediately after giving effect to (a) the issuance of this Note, (b) the disbursement of the proceeds of the Loan, and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrower is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Solvency |
40b18d00-341e-4b6d-8f87-6cec0cc11ca4 | Clause:
Manager may not assign its duties under this Agreement except as described in this Section 24. Manager may assign this Agreement, Manager’s duties hereunder or direct or indirect interests in Manager so long as the assignee or Manager, as the case may be, shall be controlled, directly or indirectly, by Gramercy... | Label: Assignments |
313d2c7c-b075-4588-8a25-60c52cfc41d1 | Clause:
This Agreement shall terminate upon death of the Executive; provided, however, that in such event the Employer shall pay to the estate of the Executive the compensation, including Base Salary and accrued but unused paid-time off in accordance with Employer’s policies with respect thereto, which otherwise would ... | Label: Death |
5122d2ac-9ab1-408e-a8d4-137a69b99383 | Clause:
Each of the Parties acknowledge and agree that irreparable injury to the other Parties would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies a... | Label: Specific Performance |
55f459f6-45e2-43f4-a0d1-455efcf00258 | Clause:
The Company is in compliance with its reporting obligations under Section 13 of the Exchange Act.
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, Authoriz... | Label: Disclosures |
d519b8ee-95cc-48fa-9b4b-f32ca2451c33 | Clause:
During the Term, the Employee will disclose to the Company all ideas, inventions, advertising campaigns, designs, logos, slogans, processes, operations, products or improvements which may be patentable or copyrightable or subject to any trade or service mark or name, and business plans developed by him during s... | Label: Intellectual Property |
fa832050-bba1-4cac-8229-02f3bc1523dd | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Br... | Label: Governing Laws |
f6b82235-babd-4796-9f8d-1d086f57efb3 | Clause:
Employee shall be entitled to four weeks of paid vacation per year for each full year of employment and pro rata for each partial year. Vacation time not taken during a calendar year is not accrued to the next calendar year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Vacations |
9ddb6ada-f79b-412c-ba12-ae51711086b5 | Clause:
The Parties to this Agreement warrant and represent that the terms of this Agreement are strictly confidential. The contents, terms and conditions of this Agreement may not be voluntarily discussed with anyone or disclosed to any other person or entity, except to your spouse and to the Parties’ attorneys and ac... | Label: Confidentiality |
8a94938b-2960-4bdc-b711-9181359b472c | Clause:
The Parties agree and acknowledge that the restrictions contained in Paragraphs 1-8 are reasonable in scope and duration and are necessary to protect the Company. If any provision of Paragraphs 1-8 as applied to any party or to any circumstance is judged by a court to be invalid or unenforceable, the same shal... | Label: Specific Performance |
1b30c693-68ae-48b7-a107-78bb8e47c1e1 | Clause:
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Signatures may be affixed manually or digitally and delivery of an executed counterpart of the signature pages to this Amendment by facsimile o... | Label: Counterparts |
7592c74b-8071-4876-be12-3b413d920b50 | Clause:
This Agreement will not be effective with respect to the Company until the satisfaction of the following conditions subsequent: CEC and CAC shall have (a) reached agreement on the terms and conditions of, and executed and delivered, the Merger Agreement in form and substance reasonably acceptable to the Company... | Label: Effectiveness |
6c2afb4d-27b7-4176-aadb-3083daaf72f8 | Clause:
Each Holder proposing to make a Proposed Transfer must deliver a written notice (an “ Offer Notice ”) to Parent stating its bona fide intention to offer the ROFO Shares. Such Offer Notice shall contain the number of ROFO Shares to be offered and the material terms and conditions (including price, form of consi... | Label: Notices |
e0d09ed5-5c93-4d0e-984e-afb99c486d8f | Clause:
Any provision of this Guarantee which is for any reason prohibited or found or held invalid or unenforceable by any court or governmental agency shall be ineffective to the extent of such prohibition or invalidity or unenforceability, without invalidating the remaining provisions hereof in such jurisdiction or ... | Label: Severability |
cdd1cc1d-0de0-4394-b99a-fb5bf956ca38 | Clause:
If the consideration proposed to be paid for the ROFR Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by Parent’s Board of Directors and as set forth in the Parent Notice. If Parent cannot for any reason pay for th... | Label: Closings |
ef508f7a-fa98-453c-9159-deaa82626c95 | Clause:
The Corporation shall make reasonable efforts to comply with all applicable federal, provincial and state securities laws; provided , however , notwithstanding any other provision of the Plan and this Agreement, the Corporation shall not be obligated to issue any Common Shares pursuant to this Agreement if the ... | Label: Compliance With Laws |
7de5bc23-8d30-40f4-8baa-83dd2483b138 | Clause:
Following the Distribution Date, and for the duration of the applicable Transition Services Agreement provisions under which Greatbatch provides payroll services for Nuvectra, it is expected that (i) Greatbatch will be responsible for all income, payroll and other tax remittance and reporting related to income ... | Label: Withholdings |
1210e391-5ac9-4ad4-964e-e614918ddb11 | Clause:
This Agreement, and the legal relations between the parties, shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law doctrine.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Governing Laws |
f047805e-492b-41a3-a5b0-0bd9b1b5d738 | Clause:
Use the proceeds of the Term Loan for any purpose other than (a) to finance the Acquisition and (b) to pay the Transaction Expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Use Of Proceeds |
e1ace0c2-889d-4185-9e50-3ff64b3e1262 | Clause:
Beattie agrees and acknowledges that he will not at any time make any statement (orally or in writing) or take any action which, in any way, disparages the Company or any of its affiliates. The Company agrees that it shall not, and shall instruct its officers and members of the Board not to, disparage, criticiz... | Label: Non-Disparagement |
a24a976c-3384-4804-908e-0851f169d85b | Clause:
This Agreement, collectively with the Confidentiality Agreement , the Indemnification Agreement and the Equity Award a greements , comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Compan... | Label: Miscellaneous |
ed3a3780-a1d1-45a0-a363-95d43685a0ff | Clause:
The Company may hold an initial closing (“Initial Closing”) at any time after the receipt of accepted subscriptions from qualified investors prior to the Termination Date. After the Initial Closing, subsequent closings may take place at any time prior to the Termination Date as determined by the Company, with r... | Label: Closings |
d3324532-0e4f-45e5-bac6-4775da1ceb5e | Clause:
The Parties shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of any Tax Return of or relating to the Company and any audit, litigation or other proceeding with respect to Taxes of or relating to the Company. Such cooperation shall include the ret... | Label: Cooperation |
e384fe90-77d7-4e6f-a525-9965fce23513 | Clause:
Such party, if an entity, has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Such party, if an individual, has the legal capacity to execute, deliver and perform this Agreement and to consummate the transactions contempla... | Label: Powers |
cfe43409-7749-4fcd-9a3f-51ffbf4584bb | Clause:
If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the... | Label: Effective Dates |
472a7625-f8fe-4f0f-9389-fbf66728197e | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
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, A... | Label: Applicable Laws |
f00fcd48-ae17-4840-a6f5-09cf0afab8b6 | Clause:
Neither the execution of this Agreement, nor the performance by TWH of its obligations hereunder will violate or conflict with TWH entry into or performance under this Agreement or TWH organizational documents, or any applicable Law or Order.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: No Conflicts |
05ed9d9f-4dbe-4f90-94d6-2158b5f01647 | Clause:
Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent the ability of the Company to perform its obligations under this Agreement or to consummate th... | Label: Litigations |
4c0131cd-ed0e-4b0a-8206-dd03f3cbe3a5 | Clause:
Borrower shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Further Assurances |
f4277253-1e3a-4668-aa40-67206ecd05dc | Clause:
CHS will establish and maintain at all times, true and accurate books, records and accounts consistent with good industry practices distinguishable from all of its other books and records, in respect of all prices paid, payments, statements, charges and computations made under this Agreement and will preserve t... | Label: Records |
968440d3-8736-41ca-b932-09baef509b7c | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Waiver Of Jury Trials |
8871b623-92dd-4add-b40d-61caa7dd2a21 | Clause:
To its knowledge, DEAC, each of its Subsidiaries and each of their respective affiliates has been and is in compliance with, and has not received any notice of any violation of any, applicable law, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchang... | Label: Compliance With Laws |
9e180ace-3751-4a6c-89e2-955c2daba2cd | Clause:
Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Agent and Lenders as evidenced by the Credit Documents. Borrowers hereby acknowledge, agree, and represent that (a) as of the da... | Label: Representations |
2f523097-62b8-4b3e-bb23-42acaef30380 | Clause:
No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement; provided, however , that an Incentive Stock Option granted to a Ten Percent Stockholder shall be subject to the provisions of Section 5(b).
... | Label: Terms |
07e22ca6-8af0-46a8-a92c-f3e8460ef8a4 | Clause:
The situs of this Agreement is Vancouver, British Columbia, Canada, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the Province of British Columbia, Canada.
Task: Classify this clause into ONE of these types (e... | Label: Applicable Laws |
d5103b31-5ffd-4a13-bb04-59eabed48baf | Clause:
This Forbearance Agreement shall become effective on the date on which each of the Borrower, each of the Guarantors and each of the Specified Lenders party hereto constituting the Majority Lenders shall have executed and delivered a copy hereof.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Effectiveness |
045ef8a5-ecb5-4f29-af03-f8ac45cc062b | Clause:
The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Waivers |
09db39a7-c431-44b8-acd5-068e10d139c2 | Clause:
Notwithstanding anything else in this Letter Agreement, should you die after becoming entitled to benefits under this Letter Agreement but before receipt of all benefits to which you became entitled under this Letter Agreement, then the payment of such benefits shall be made, on the due date or dates hereunder ... | Label: Death |
832157ba-74f2-4d03-a219-5b1d780174ee | Clause:
The parties hereto intend and believe that each provision of this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Note is held by a court of law to be invalid, illegal, unlawful, void or unenforce... | Label: Severability |
4fbdc477-5890-4ed3-a6e6-a0f59294fca9 | Clause:
To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances... | Label: Indemnifications |
4668c4fb-39f5-47a3-b13b-f43d299f8201 | Clause:
Seller shall not release or modify or consent to the release or modification of any of the Warranties and Guarantees without the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole and absolute discretion. Seller agrees to use commercially reasonable efforts to enfor... | Label: Warranties |
24dcfd36-8111-496e-9d4b-ad97357dd6f5 | Clause:
The Committee may amend, modify or terminate the Award and this Agreement without approval of the Grantee; provided, however, that such amendment, modification or termination shall not, without the Grantee’s consent, reduce or diminish the value of this Award determined as if it had been fully vested on the dat... | Label: Amendments |
f0af83da-ff54-4da9-a772-4f8d49ce7e46 | Clause:
This Capital Agreement may be executed in one or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Counterparts |
d06542c2-9d15-4d9f-b59b-f80d77d081b0 | Clause:
This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the Commonwealth of Pennsylvania and construed in accordance therewith wi... | Label: Governing Laws |
4c126594-ffd0-43f1-9230-5f234f4cfeee | 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 and sale of the 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 |
171441b1-15a7-4701-9b50-18bf196b331c | Clause:
Article X of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.
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, Authoriz... | Label: Further Assurances |
5a8c4fc5-24d0-4e78-b8bb-8d12cbb70c88 | Clause:
This Agreement may only be amended or modified by an instrument in writing signed by each of the parties hereto. No failure or delay on the part of either party to this Agreement in the exercise of any power or right, and no course of dealing between the parties hereto, shall operate as a waiver of such power ... | Label: Amendments |
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