id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
32793c2a-a8b9-47d3-a91e-01019ab7f054 | Clause:
A Director’s RSUs shall be credited with dividend equivalents in the same manner as set forth with respect to Stock Equivalents in Subparagraph 6(b) and shall be subject to adjustment in the same manner as set forth in Subparagraph 6(d). Any additional RSUs credited to a Director pursuant to this provision shal... | Label: Adjustments |
dd12bad7-1dbf-4b8b-b66a-9223cbb84962 | Clause:
EACH PARTY HERETO IRREVOCABLY 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 THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,... | Label: Waiver Of Jury Trials |
97060c55-7d5d-46ab-95be-31d94de4ea39 | Clause:
The royalties, milestones and other amounts payable by a Party to the other Party pursuant to this Agreement (“ Payments ”) shall not be reduced on account of any Taxes unless required by Applicable Law. The Party receiving Payments alone shall be responsible for paying any and all Taxes (other than withholdin... | Label: Taxes |
066dbfe9-e67b-41d2-b18a-eb0f5cbb4e07 | Clause:
Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company's Bylaws and Articles of Incorporation, including coverage, if applicable, under any directors and officers insurance policies, with such indemnification determined by the Board or any of its com... | Label: Indemnifications |
ec18903c-ef85-4337-8094-f986ce61a0bf | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Lender or L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Ta... | Label: Survival |
dac8cb5e-81c8-4387-a1f3-8c592d69efc4 | Clause:
HEP has all necessary partnership power and authority to execute, deliver and perform its obligations under the Basic Documents and the Purchase Documents; and the execution, delivery and performance by HEP of the Basic Documents and the Purchase Documents have been duly authorized by all necessary action on it... | Label: Authority |
737a422d-4d97-4c42-b9a1-f6c0afb708ad | Clause:
Except as set forth in Section 3(b), in the event Participant’s employment with the Company and its subsidiaries is terminated for any reason other than in the event of (i) the involuntary termination (including by reason of disability or death) of the Participant’s employment with the Company and its Subsidiar... | Label: Forfeitures |
bfda8392-31c3-43b9-947a-97fddba68447 | Clause:
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to agr... | Label: Severability |
e32b399c-22bd-4b45-997f-99993793abb8 | Clause:
If (a) the interest on any Loan, any commitment or other fee, or any other Obligation not listed in subpart (b) hereof, shall not be paid in full within three Business Days after they have become due and payable, or (b) the principal of any Loan, any reimbursement obligation under any Letter of Credit that has ... | Label: Payments |
a53f68ec-1c7a-45a6-bd26-3d8ba4bfb264 | Clause:
Landlord’s delay, waiver, or non-enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed a waiver of any other or subsequent breach by Tenant or any other term in lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Waivers |
2f476193-2163-4c8e-a381-c600824f2a4f | Clause:
Following the Separation Date, Executive shall be permitted to retain the Company-owned lap-top computer, computer screen, iPad and iPhone currently being used by Executive, provided Executive shall be responsible for all post-Separation Date cell-phone and data charges, and Executive shall allow the Company to... | Label: Miscellaneous |
bb9cba4a-1a96-42b7-8f21-80dd4b1ca2a4 | Clause:
All covenants, agreements, representations and warranties made by the Borrower 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 delivery of t... | Label: Survival |
2a674511-ad3e-4073-bb49-a4f7345ecce1 | Clause:
Effective as of the Effective Date, Employer shall employ Employee, and Employee shall serve, as Employer's Senior Vice President – Drug Development on the terms set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Employment |
0858188f-455d-407f-a552-65c3022f2939 | Clause:
THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF DELAWARE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Governing Laws |
bbe1d44b-f264-4b35-acf6-7d9d184a4cb0 | Clause:
The provisions of this Agreement shall not survive the termination of this Agreement or of the Executive’s employment hereunder, except that the provisions of Sections (6) through (10) hereof shall survive such termination and shall be binding upon the Executive, the Executive’s personal representative and/or s... | Label: Survival |
b82baf42-1ae2-48af-99f5-6d744e8f8ef6 | Clause:
There is no action, lawsuit, administrative proceeding, condemnation, arbitration, investigation or other proceeding pending against either the Business or the LLCs at law or in equity, before any court, administrative or arbitrative panel, or governmental or regulatory agency or authority.
Task: Classify this... | Label: Litigations |
c862f7cb-7b4f-44e4-8594-641794ef4064 | Clause:
Each party shall execute and deliver any additional documents and take such further actions as may be reasonably necessary or desirable to carry out all of the provisions hereof, including all of the parties’ obligations under this Agreement, including, without limitation, to vest in Parent the power to vote th... | Label: Further Assurances |
e1ebe7df-8024-4846-9279-2d12ca910752 | Clause:
All notices pursuant to this Agreement will be in writing and either (a) delivered by hand, (b) mailed by United States certified mail, return receipt requested, postage prepaid, or (c) sent by an internationally recognized courier that maintains evidence of delivery and receipt. All notices or other communicat... | Label: Notices |
cb796b78-811a-44dd-88b3-b35e86de7d0e | Clause:
Unless earlier terminated in accordance with Section 4 hereof, the term of Executive’s employment under this Agreement shall be the two-year period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the " Scheduled Termination Date "), provided that the Executive’s empl... | Label: Terms |
3ac8fd6f-c58d-47ec-a87a-17805a877a2a | Clause:
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court or authority of competent jurisdiction, such provision shall be modified by such court or authority to the minimum extent necessary to make it valid, legal and enforceable. If the provision cannot be so modified, it s... | Label: Severability |
4ca7368e-31e6-4084-baef-b42ce2cda1b5 | Clause:
This Agreement and the rights and obligations of each Party under this Agreement will not be assignable, delegable, transferable, pledged or otherwise disposed of by either Party without the prior written consent of the other Party; provided , however , that either Party may assign or transfer this Agreement, w... | Label: Assignments |
e250e068-8df4-43d4-a087-9b68192611ac | Clause:
(1) There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP. Su... | Label: Financial Statements |
a5c104af-335d-4951-ba81-df7158bc472b | Clause:
Subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Consent and in reliance upon the representations and warranties set forth in Section 5 of this Consent, Agent and Required Lenders hereby consent to the consummation of the Ciber Norge Sale pursuant to the Ciber Norge ... | Label: Consents |
be210788-7072-4225-959c-0fb86fdce1f9 | Clause:
All notices hereunder shall be in writing and delivered by email, facsimile, courier or registered or certified mail (return receipt requested) to the email address, address or facsimile number (or at such other address or facsimile number as shall be specified by like notice) as set forth on Exhibit D hereto. ... | Label: Notices |
bf476743-ff84-4545-a62d-6004b2d70d6c | Clause:
Neither the Borrower nor Parent will, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ord... | Label: Transactions With Affiliates |
dbb19503-f636-4c15-a900-b71c211a6b2a | Clause:
The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, advisor or agent with respect to the transactions contemplated hereunder for which any of the Sellers may become liable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Brokers |
13eaf2da-f911-4a43-b7cd-73ff181b9439 | 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 years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
1bcaf791-2de6-431d-b2c6-1cffcfc1b3d2 | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to Administrative Agent and otherwise in compliance with the terms of Section 5.10 and Section 4.12 of the Security Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Insurances |
0a792e06-c8ad-420c-ab98-ed834d6cfa59 | Clause:
In consideration of the rights granted to Executive hereunder, Executive hereby agrees that during the Term of this Agreement and at all times after the termination of his employment with the Company , he will hold in confidence all information concerning the Company or its business, including, but not limited ... | Label: Confidentiality |
507fb9fb-a670-4daf-acea-fbe18063f2de | Clause:
The Borrower will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ON... | Label: Compliance With Laws |
db2a51de-6b8a-4a8c-bfaf-434bc49f900f | Clause:
The Performance Shares are being issued pursuant to Article 9 of the Plan. Performance Shares are subject to the terms of the Plan. The Executive acknowledges receipt of the Plan booklet which contains the entire Plan, and the Executive represents and warrants that the Executive has read the Plan. Additional co... | Label: Construction |
7d2947b6-6edf-4ebe-9343-06ca782c2484 | Clause:
On the applicable Closing Date, all direct and indirect costs and expenses of the Purchasers related to the negotiation, due diligence, preparation, closing, and all other items regarding or related to this Agreement and the other Documents and all of the transactions contemplated herein and/or therein includin... | Label: Expenses |
315b8cba-8c52-4b92-bb7d-1120b42fee27 | Clause:
The provisions of this Article XV shall survive the Closing or any termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriz... | Label: Survival |
aad0c26e-727a-4674-a29d-0eab17b7a806 | Clause:
CME Guarantor will, and will cause each of its Subsidiaries to, 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, could not reasonably be expected to result in a CME Material Ad... | Label: Compliance With Laws |
24b9cad4-530a-4eb9-aa86-250e5ff8406f | Clause:
A lump sum payment, within 30 days of Executive’s Death, in an amount equal to the Corporation’s contributions for 12 months towards health and medical benefits for any covered spouse or dependent of Executive at the contribution rate then in effect on the date of Executive’s death. Notwithstanding the foregoin... | Label: Benefits |
405caceb-554c-4987-8456-f53e8ef9038b | Clause:
This Agreement shall be governed by the laws of the state of Michigan, excluding its conflict of law rules.
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: Governing Laws |
4e1890b9-cad5-4c12-baad-b34389da4e57 | Clause:
Executive shall be entitled to a vacation, in accordance with standard Company policies based on Corporate title and length of service, each year during the Term, which vacation presently shall be four (4) weeks and such vacation shall accrue at the rate of 13.33 hours for each month of service under this Agree... | Label: Vacations |
d2970f99-981a-47c5-8aa8-b22a84ca20b6 | Clause:
If Executive’s employment is terminated voluntarily by Executive or by reason of Executive’s death or Disability prior to the end of the Term, in lieu of any other payments or benefits, Executive (or Executive’s estate, as applicable) shall be entitled to the Accrued Benefits, which Accrued Benefits shall be pa... | Label: Death |
d1187448-de41-4c99-aa5d-cb5b188b453d | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
14b25a95-f455-4939-849f-00693b9e2e3d | Clause:
This Amendment Number Twenty-Two may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Counterparts |
a4fc07f1-8c0e-4d6d-a17c-8dc893e91116 | Clause:
The Company and each Guarantor shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, form or acquire any new Subsidiary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Subsidiaries |
0ad9578e-6409-4369-ae07-a4e989084d1a | Clause:
THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (THE "GOVERNING LAW STATE") WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK ... | Label: Governing Laws |
6e97f123-62c8-431b-b535-72058bf64291 | Clause:
The Purchase Agreement, as amended by this Amendment, constitutes the full and complete agreement and understanding between Seller and ArchCo and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in t... | Label: Entire Agreements |
53c8556c-a8fd-4b9d-b3f6-6a5e89dcf044 | Clause:
Upon the occurrence of a default hereunder, Holder may, at its election and without presentment, demand or notice or protest of any kind, all of which are expressly waived by Maker, take any action permitted at law or in equity, including, without limitation declare the entire balance of principal and interest ... | Label: Waivers |
e6766484-73d5-46c3-967b-5f87e9ec432c | Clause:
Any amendments, deletions, additions, changes or corrections hereto must be in writing executed by the parties hereto.
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: Amendments |
3598347d-c7e0-4327-91d6-6a783d9e6242 | Clause:
Effective as the Effective Date, you shall serve as Chief Financial Officer, Treasurer, Principal Accounting Officer and Principal Financial Officer of the Company, and you shall be based in Laguna Niguel, California unless otherwise approved by the Chief Executive Officer of the Company. You shall perform suc... | Label: Positions |
42acd9a1-5ef7-48aa-b251-a95907b62743 | Clause:
If before or after Closing it is necessary that any Party be furnished with additional information relating to the Purchased Assets or the Business, and such information is in the possession of any other Party, such Party agrees to use its reasonable efforts to furnish such information to the requesting Party, ... | Label: Records |
57df418e-feff-4363-8481-1893407b0da3 | Clause:
The “Effective Date” as used throughout this Agreement means the first calendar day after the Revocation Period ends, or on the date it is fully executed by the parties, whichever date is later, on which date the terms of this Agreement shall be fully effective, enforceable and non-revocable provided that Execu... | Label: Effective Dates |
6337c7bf-fb7a-4d3d-b83a-83c36d231938 | Clause:
The Company shall (a) by or about 9:30 a.m. (New York City time) on the 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 the Commission within the... | Label: Publicity |
cf19540e-7f37-4e6b-8806-63e45c940f2a | Clause:
As of the Closing Date, all information (other than the Base Case Projections and any report of an Independent Consultant) heretofore or contemporaneously furnished to Administrative Agent by or on behalf of an Obligor (but only where Obligor has knowledge of such disclosure) in connection with any Credit Docum... | Label: Disclosures |
48ae625e-44dd-4c17-85ee-39fb4e699b57 | Clause:
The Stockholder Representative, the Company and Parent shall timely provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the ... | Label: Cooperation |
fa333541-9e1e-49dc-b2e9-6065c5cdfd41 | Clause:
Subject to the other provisions of this Agreement, (i) each of the representations and warranties (A) of the Purchaser set forth in §3 , (B) of the Seller set forth in §4 , and (C) of the Parties set forth in any other Transaction Document (other than this Agreement) shall survive the Closing until 12:01 a.m. N... | Label: Survival |
20e0a21d-e75e-45ad-ab84-9450720fd0c4 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, and the parties to each assignment (other than the Borrower) shall pay or cause to be paid to the Administrative Agent a processing and recordation fee in the amount of $3,500; provided , however ,... | Label: Assignments |
9acb0e4a-8f62-4ac2-a118-2f969174289d | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER SAME TO THE LAWS OF ANOTHER JURISDICTION).
Task: Classify this clause into... | Label: Governing Laws |
c15faf84-b86a-4fcb-83f9-cc244a01d0d7 | Clause:
You acknowledge that a breach of this Severance Agreement will cause the Company immediate and irreparable harm for which the Company’s remedies at law (such as money damages) will be inadequate. The Company shall have the right, in addition to any other rights it may have, to obtain an injunction to restrain a... | Label: Enforcements |
08a7a3f3-21d7-4509-a968-aecae61ba7e8 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdiction... | Label: Governing Laws |
daf8ef48-426a-47e1-84f5-b54e08973264 | Clause:
At the Company’s election you shall either (i) be given notice to terminate your employment pursuant to Clause 14 of your Employment Contract, or (ii) be paid in lieu of notice of £………… less legally required deductions pursuant to Clause 14.3 of your Employment Contract in a timely manner, or (iii) be placed on... | Label: Notices |
7e111ee0-dcdf-4395-b8cf-6e0f03e7e5e5 | Clause:
This Article V constitutes a present assignment effective as of the Effective Date, but in the event that the Mortgagee should elect not to exercise immediately its right to receive Hydrocarbons or Proceeds, then the purchasers or other persons obligated to make such payment may continue to make payment to Mort... | Label: Payments |
dcbc189c-037f-4b10-8025-f05d8198bcca | Clause:
Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Related Agreements and each of the foregoing shall be in full force and effect an... | Label: Consents |
a40679ef-1a4c-4ce6-86b4-dced4a9474db | Clause:
The Parent and each of the Material Subsidiaries have filed all necessary federal (United States, Canadian or otherwise), provincial, state and foreign income and franchise tax returns, each of which has been true and correct in all material respects, or have requested and have received extensions thereof, and ... | Label: Taxes |
846e5261-0cb7-40a3-bb7f-507a582aca49 | Clause:
Tenant shall cause its contractor to provide warranties for not less than one (1) year (or such shorter time as may be customary and available without additional expense to Tenant) against defects in workmanship, materials and equipment, which warranties shall run to the benefit of Landlord or shall be assignab... | Label: Warranties |
8c414e2e-bce2-4a68-86e5-6f93e6d52146 | Clause:
This Agreement may be executed in counterparts. Fax and/or pdf signatures on this Agreement shall be treated as originals.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Counterparts |
4e4b10c5-c407-400f-8ebf-b3b2c2d64746 | Clause:
Any notice required or permitted by this Agreement shall be in writing and delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; or (c) by certified or registered mail, return receipt reques... | Label: Notices |
3769dd48-d37c-41aa-94db-db4c31728117 | Clause:
The Executive’s annual base salary is $324,000 , which is subject to review and redetermination by the Company from time to time. The annual base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary will be payable in a manner that is consistent with the Company’s usual pay... | Label: Base Salary |
c6a7f165-ac9d-44f5-afa6-ec6844855a8c | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or the S... | Label: Litigations |
9872d113-0e49-4b7e-946e-9a6facd6cb3e | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company may be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any ... | Label: Remedies |
97f11a04-877d-4de0-ae9b-321549afd366 | Clause:
This Agreement shall become effective eight (8) days following the date on which Mr. Lumsdaine executes the Agreement provided that he pro v ides Healthways w i th the signed document and does not revoke it (" Effective Date ").
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Effective Dates |
3c83b8c8-1067-4184-a92e-9cadbfe77acb | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signa... | Label: Notices |
7c8a1061-3d0d-49e9-890f-88ef432b5c44 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the “ Revolving Facility Commitment Fee ”), which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Revolving Lender during the period f... | Label: Fees |
65382ebf-838d-4f5e-9014-ed89a8cffcf4 | Clause:
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of New York, without giving effect to provisions thereof regarding conflict of laws. Each party hereto he... | Label: Governing Laws |
56449511-cd39-42ec-9ce5-c9e4981e9424 | Clause:
During the Employment Period, the Executive shall serve as the Company’s Senior Vice President, Sales & Marketing and such other positions as an officer or director of the Company and such affiliates of the Company as the Executive and the board of directors (the “ Board ”) of BakerCorp International Holdings, ... | Label: Duties |
b0e8fdeb-41e7-4e9c-b203-4c7c5d338dfa | Clause:
Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram, telex, facsimile transmission or by registered or certified mail, postage prepaid, with return receipt requested, as follows: If to the Company: Penske Automotive Gr... | Label: Notices |
67b92bd4-cd1c-4500-a30a-532c156dc8a6 | Clause:
Any and all notices, offers, demands or elections required or permitted to be made under this Agreement (“Notices”) shall be in writing and shall be delivered either by personally delivering it by hand or Federal Express or similar commercial courier service to the person to whom Notice is directed, or by elect... | Label: Notices |
c1fa4ab6-8927-409c-aa2e-e5b4777bb609 | Clause:
This Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to Engine (in the case of the Company) or the Company (in the case of a member of the Engine G... | Label: Counterparts |
04154711-7a59-4387-9bff-52bc2555da7b | Clause:
Shipper agrees to indemnify, defend, and hold harmless Gatherer from any and all Losses arising from or out of personal injury or property damage attributable to Shipper’s Crude Oil when Shipper shall be deemed to be in control and possession of Shipper’s Crude Oil as provided in Section 10.3. Gatherer agrees ... | Label: Indemnity |
44212080-1553-49e7-8ca2-e7ba5f5260ea | Clause:
During the Term (as defined below), Executive shall serve the Company as President - Industry Relations or in such other capacity as the Board shall determine. Executive shall comply with the policies of the Company as may be in effect from time to time for executive officers, including, without limitation, the... | Label: Duties |
d1b9a9bd-534a-4f6e-86df-a6cb99289b6c | Clause:
Purchaser has the requisite power to enter into this Agreement and to consummate the transactions contemplated hereby. The entry into the Transaction Documents, and the consummation of the transactions contemplated thereby, have been duly authorized by Purchaser. Each of the Transaction Documents to which Purch... | Label: Authorizations |
c6d45f9f-0267-44b8-801e-5196c3c6b404 | Clause:
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, a... | Label: Sanctions |
e2386275-c04d-4dbe-a6e8-13d293a972d3 | Clause:
Purchaser and Seller jointly and severally agree to (i) assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement, (ii) request the Escrow Agent in writing with respect to withholding and other taxes, assessments or other... | Label: Indemnifications |
45421ff2-d4b9-4e20-8261-e0c66db6d8dd | Clause:
The Borrower shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the Net Proceeds received in connection therewith does not exceed an aggregate amount of $25,000,000 during the term of this Agreement, det... | Label: Sales |
b75df1b5-aed2-4f7d-9770-edaaf6c6e60f | Clause:
This Agreement (including the Exhibits hereto), together with the Series C Certificate of Amendment, the Series D Certificate of Amendment and the Investment Agreement, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and o... | Label: Entire Agreements |
ac25c806-5f44-4291-8ea7-bc8659cb3bcf | Clause:
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof ; nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other... | Label: Waivers |
617b9b8d-c3a9-4c90-a794-3fecdcc098f6 | Clause:
Any notice required to be delivered to the Company under this Exercise Notice shall be in writing and addressed to the Chief Financial Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Exercise Notice shall be in writing and ad... | Label: Notices |
7b602950-02e0-4448-aa60-4982cad2d54b | Clause:
During the Term, the Company shall pay to the Executive a base salary (the “ Base Salary ”) at the rate of $250,000 per calendar year, less applicable deductions. The Base Salary shall be reviewed for increase by the Board no less frequently than annually and may be increased in the discretion of the Board, and... | Label: Base Salary |
b085cfee-a6a1-4729-8f88-40343ad9d9d6 | Clause:
All notices, requests, demands or other communications provided for herein shall be in writing and shall be deemed to have been properly given five (5) days after the date sent by certified mail, addressed to the parties at their respective addresses hereinabove set forth, with a copy to Star Mountain Resources... | Label: Notices |
a17465d5-1322-487f-af9a-2d4bbb9e10c3 | Clause:
Subscriber agrees to indemnify and hold harmless the Company, the Manager and their respective officers, directors, stockholders, and employees, the other members of the Company, and all of their respective representatives and agents, from and against any and all damages, losses, costs, and expenses (including ... | Label: Indemnifications |
454b8516-d54a-47ab-8137-26eab9332b0f | Clause:
During the term of the Company, Youji, the Youji Designees and all other Youji representatives will receive or gain access to certain non-public information regarding the Company, its Business, or its Subsidiaries, including without limitation, technical information, market and marketing information, tactics, s... | Label: Confidentiality |
8f17761e-0c4c-425a-97a1-0ae05d6045cb | Clause:
The failure of either party to insist upon strict performance of any of the terms or provisions of this Agreement or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same s... | Label: Waivers |
1876ddca-76a4-45fc-9a06-565e491f0edb | Clause:
Borrowers have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve complianc... | Label: Anti-Corruption Laws |
d229fe21-70b8-4327-9fcb-d868bbab1726 | Clause:
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each party agrees that, in the event of any breach or threatened breach by any other party... | Label: Specific Performance |
41cf4c63-4621-4729-9362-97368c3d6af0 | Clause:
Parent (a) will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, and Intellectual Property, in each case that are material to the ... | Label: Existence |
a6ada047-98e2-48d1-a11b-1210e3626417 | Clause:
The Borrower will pay on demand, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of each Agent, including reasonable and documented out-of-pocket fees, costs, client charges and expenses of one outside counsel for each Agent , accounting, due diligence, periodic field aud... | Label: Expenses |
8a8e0d5f-850b-42f5-b74e-8404123c6b78 | Clause:
Consultant has reviewed information provided by the Company in connection with the decision to receive the Stock, including Consultant’s publicly-available filings with the SEC. The Company has provided Consultant with all the information that Consultant has requested in connection with the decision to accept t... | Label: Disclosures |
725bb798-03da-4ff8-80d1-02e7f1b7e501 | Clause:
The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party, the borrowings and procurement of letters of credit hereunder by the Borrower and the creation and incurrence of the guarantees by the Guarantors set forth herein (collectively, the “ Transactions ”)... | Label: Authorizations |
81b7e1c6-ecf9-4410-a912-f3766661993e | Clause:
Notwithstanding anything to the contrary contained in the Plan, all elections and notices of every kind shall be made on forms prepared by the Company or the Secretary or Assistant Secretary, or their respective delegates or shall be made in such other manner as permitted or required by the Company or the Secre... | Label: Notices |
28cdcc57-2867-47ce-b7c1-ec0b6175b78d | Clause:
The Borrower and its Subsidiaries have timely filed or caused to be filed all Federal and state income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its Property a... | Label: Taxes |
7d8d84da-98dd-4da9-bb16-a47332eb9cc5 | Clause:
Subject to the recording of an Assignment by Administrative Agent in the Register pursuant to Section 2.14(b) , (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall h... | Label: Effectiveness |
0eeb3f4f-ade1-41c7-bd67-5cfe8ab74149 | Clause:
This Note may not be modified or amended in any manner except in a writing executed by the Maker and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
3480a0b3-18d8-4098-9851-51c1eba49965 | Clause:
The representations and warranties of the Company shall be true and correct in all material respects when made and on the First Closing Date (unless as of a specific date therein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Representations |
17c16213-1952-4d68-8be0-73c7fbb23f8f | Clause:
Except as set forth on the attached Schedule 5(b) , neither the execution and delivery of this Agreement or the Ancillary Agreements, nor the performance or consummation of any obligations or transactions under this Agreement or the Ancillary Agreements, will (with or without notice or lapse of time or both): (... | Label: No Conflicts |
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