id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
f08e4f4f-2dcf-437c-96b8-907f1e88b4cc | Clause:
This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single agreeme... | Label: Counterparts |
c1314f26-5f0b-44d3-9dc4-fc7c9e0be8c9 | Clause:
The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy any federal, state, local or other taxes of any kind, domestic or foreign, required by any applicable law, rule or regula... | Label: Tax Withholdings |
bfb6e1e9-cb0f-478e-b088-a5c781da9448 | Clause:
Any provision of this Agreement 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; and the... | Label: Severability |
f169090e-d001-42fe-ba4f-fb7840d60e0b | Clause:
Based on the financial condition of the Company as of the Closing Date (and assuming that the Closing shall have occurred), (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including kn... | Label: Solvency |
c6d46ef8-a162-4557-a255-4373c1e1b3cd | Clause:
For the purposes of this Section, the term “Applicable Law” includes FATCA.
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, B... | Label: Applicable Laws |
8a4b0de1-5cfa-4391-8dd8-f72d761e069f | Clause:
This Assignment shall be governed by and construed in accordance with the substantive internal laws of the State of New York without regard to the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
b5f3343a-0813-4922-beed-e4a10c6e56e4 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic (i.e.,... | Label: Counterparts |
51f531e6-ba8c-4882-aa89-43c13f00c131 | Clause:
Each Creditor hereby agrees to promptly provide all reasonable cooperation, and to execute any other documents or instruments reasonably required or requested by the Collateral Agent, to evidence the power and authority granted by each Creditor to the Collateral Agent hereunder.
Task: Classify this clause into... | Label: Further Assurances |
abb1cda7-17e4-4e89-8810-53fb48c0ca0f | Clause:
EACH PARTY HERETO AGREES THAT SECTION 13.09(b) OF THE EXISTING CREDIT AGREEMENT SHALL APPLY TO THIS FOURTH AMENDMENT MUTATIS MUTANDIS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Submission To Jurisdiction |
3a3d5b27-058f-47b9-873b-92264fa093d3 | Clause:
You acknowledge that the Company and its subsidiaries and affiliates continually develop Confidential Information, that you may develop Confidential Information for the Company or its subsidiaries and affiliates, and that you may learn of Confidential Information during the course of employment. You agree that ... | Label: Confidentiality |
1df7ae16-1c23-4a89-9862-115f7da04162 | Clause:
The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements ... | Label: Financial Statements |
5ec646c0-2669-463a-a445-2a230f4e9769 | Clause:
No Event of Default, or to such Borrower’s knowledge, Default, has occurred and is continuing. No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound, which breach or default could reasonably b... | Label: No Defaults |
6c8164ce-4ef1-4785-8201-80de6ad7ec3d | Clause:
From the Effective Time until the first date at which the Stockholder and Stockholder Affiliates cease to beneficially own, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock, the Company shall not issue any New Securities to any Person, except in compliance with the provisio... | Label: General |
36ba9e08-4478-45da-8c7f-1ca3e2acd428 | Clause:
Unless otherwise expressly provided for in this Agreement, the representations, warranties, covenants and conditions of the parties set forth in this Agreement shall not survive the consummation of the transaction contemplated by this Agreement and the delivery and recordation of the Deed. Notwithstanding the f... | Label: Survival |
2aaac75e-7eb9-4f79-9752-330abed030fd | Clause:
The term of the Partnership commenced upon the initial filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue indefinitely unless sooner terminated as provided herein. The existence of the Partnership as a separate legal entity shall continue until the cancellati... | Label: Terms |
50811dc3-e562-4fa2-afc7-aaa4a5b79d54 | Clause:
Unless otherwise determined by the Committee in accordance with Section 4.3 of the Plan, a Change in Control shall have no effect on the Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Change In Control |
e872a1de-ac4c-4f71-9ce0-c3f3aaa2f44c | Clause:
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier (with receipt confirmed), courier service or personal delivery at the addresses specified in this Note.
Task:... | Label: Notices |
71c93152-b746-44cb-9b0c-6d1c0f1f0590 | Clause:
As soon as practicable following the Plan Administrators’ determination of the amount of any Incentive Bonus payable to Participant (in accordance with Section 5(d)), but no later than 15 days after such determination, such Incentive Bonus shall be paid by the Company in cash to Participant (the “Payment”). Not... | Label: Payments |
62f922fa-2ede-4ca2-8062-af98ee01e293 | Clause:
SECTION 11.17 GOVERNING LAW.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capit... | Label: Governing Laws |
070088ac-8aaf-4c36-9a82-6fa8b9ba8fdc | Clause:
The Company shall to the extent permitted and required by law, indemnify and hold Executive harmless from costs, expense or liability arising out of or relating to any acts or decisions made by Executive in the course of his employment to the same extent the Company indemnifies and holds harmless other officers... | Label: Indemnity |
25c0e8c1-a973-45af-830c-27c3fc2d5cfb | Clause:
SINHA agrees that, except as required by applicable federal, state, or local law, including tax laws, SINHA will keep all the terms of this Agreement strictly confidential, including the amount of the payment provided to SINHA under this Agreement. Except as required by law, SINHA will not disclose any of the t... | Label: Confidentiality |
6a8d38c2-6bcb-4860-ad40-b7daddb0518c | Clause:
The provisions of this Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder ... | Label: Successors |
4a081f43-195c-4b5d-ba22-1f92334c4b25 | Clause:
By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Awards and RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by r... | Label: Amendments |
cf3536dd-7b84-480f-8b29-53b2c9bd43a2 | Clause:
This letter, together with your Confidentiality, Noncompetition, and Invention Assignment Agreement and the Arbitration Agreement, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any other agreements or promises made to you by anyone, whether... | Label: Miscellaneous |
15e274f0-9f6b-423e-89f7-b314015ffe47 | Clause:
This Agreement, including the Exhibits, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior oral and written, and all contemporary oral, negotiations, agreements and understandings with respect to the same.
Task: Classify this clause i... | Label: Entire Agreements |
67b9232a-5de4-4f6f-8d29-c376e36a16e3 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that it will comply with Regulation M and Regulation SHO under the Exchange Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Confidentiality |
d08cae1a-abf2-41f4-97f8-709aba5aae60 | Clause:
This Agreement shall be binding upon and inure to the benefit of any successors to the Corporation and all persons lawfully claiming under Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Binding Effects |
e0902b4c-5c66-4636-9a8c-faa1bce243d5 | Clause:
This Agreement contains the entire agreement of the parties relating to Executive’s employment with the Company and supersedes all prior agreements and understandings with respect to such subject matter, including without limitation the Prior Agreement, and the parties hereto have made no agreements, representa... | Label: Entire Agreements |
608cc45e-09a9-4153-80e7-ec9aaaa7573c | Clause:
As of the date hereof, there is no Legal Proceeding pending, or to the knowledge of Buyer, threatened against Buyer or its respective subsidiaries that in any manner challenges or would otherwise reasonably be expected to prevent, enjoin, alter or materially delay the Transactions.
Task: Classify this clause i... | Label: Litigations |
0cb96848-72d0-4f2b-9770-12e8c83fcbfe | Clause:
In the event that any provision contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, at the election ... | Label: Severability |
80b8d79c-4ef9-4ac5-a6a8-2b2d9b84b89f | Clause:
If a Transfer or attempted Transfer is made in violation of this Article 8, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company, the Manager and the other Members from all costs, liabilities and damages that any of such indemnified Persons may... | Label: Indemnifications |
db347178-5ef2-4488-9221-f8eef5a03494 | Clause:
All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or any state of the United States that are required in connection with the lawful sale and issuance of the Shares pursuant to this Agreement shall have been duly obtained and shall be effecti... | Label: Qualifications |
0fd53408-6f57-4cbd-8146-5f55081af0e0 | Clause:
Neither Seller shall assign any of its right, title, claim or interest in, to or under this Agreement. Upon written notice to Seller, Buyer may assign to one or more assignees any or all of its rights and obligations under this Agreement (or direct the applicable Seller to directly deed the Land and/or assign a... | Label: Assignments |
8d4cbc3c-e515-4ce8-97ad-9d72bcbf91e4 | Clause:
In the event that a dispute arises between the parties regarding the formation, interpretation and/or the terms and conditions of this Agreement and/or if there arises any other claim or legal dispute between the parties with respect to Executive’s employment or the termination thereof (the “Dispute”), the comp... | Label: Arbitration |
1f20c9d5-b161-4455-968d-abdd864041fe | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given in the manner provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Company in the manner p... | Label: Notices |
7d557599-e9c0-4851-b1b8-aac8db2043ba | Clause:
An eligible employee may elect to participate in the Plan and make a Deferral Commitment with respect to any Deferral Period by submitting a Participation Agreement to the Committee by the last day of the taxable year immediately preceding the Deferral Period for which the Deferral Commitment is made.
Task: Cl... | Label: Participations |
8a36283f-bb36-45fb-adbe-9dd3e0300660 | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Fees |
7ac2c8de-095d-4540-89a4-a0f9a437a9d4 | 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, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of ... | Label: Participations |
54c9ef7d-5460-44b2-ae90-44cfd1d5f1d5 | Clause:
Capitalized terms used but not defined in this Amendment shall have the meaning ascribed thereto in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Definitions |
9fb79e97-e65c-4a41-b95a-42f269f2042f | Clause:
This Agreement may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or accou... | Label: Counterparts |
0d54f352-24da-4d9d-8a85-a81f2fa1eac6 | Clause:
This Agreement shall automatically terminate without further action upon the earliest to occur (the “ Expiration Date ”) of ( i ) the Effective Time, ( ii ) the termination of the Merger Agreement in accordance with its terms, ( iii ) the written agreement of the Stockholders and Parent to terminate this Agreem... | Label: Terminations |
ea5f7d47-8ac5-4a34-8d94-bb1154c41d71 | Clause:
(i) The audited consolidated balance sheet of the Guarantor and its consolidated subsidiaries as of December 31, 2016 and the related consolidated statements of income and cash flows for the fiscal year then ended, delivered to the Administrative Agent on or prior to the 2017 Amendment Closing Date, fairly pres... | Label: Financial Statements |
eaaeadac-c14c-4382-9ddb-2c1225d38b53 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the... | Label: Capitalization |
88376d6f-bf54-4def-99da-cb6a45ded773 | Clause:
The Borrower shall pay on demand all reasonable and documented costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment.
Task: Classify this clause into ONE of these types (exa... | Label: Costs |
05ec6288-3543-4ddd-af37-618034d552f8 | Clause:
This Plan is binding upon the heirs, personal representatives, successors, and assigns of the parties, including each Associate or Participant, present and future.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Successors |
c01ba777-2bf8-4fc8-a5ac-1026e62171c7 | Clause:
The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute, a novatio... | Label: Amendments |
7ecde4db-a9db-44dd-91c9-e1204d5a9001 | Clause:
All covenants, agreements, representations and warranties made in this Guaranty shall survive the execution and delivery of this Guaranty, and shall continue in full force and effect so long as any Lender has any Commitment or any Secured Obligations remain unsatisfied.
Task: Classify this clause into ONE of t... | Label: Survival |
4bd19319-ffec-4a48-ad89-447ba6d42bad | Clause:
At any time prior to the Closing, the Buyer may (a) extend the time for the performance of any of the covenants, obligations or other acts of the Sellers and the Companies or (b) waive any inaccuracy of any representations or warranties or compliance with any of the agreements, covenants or conditions of the Se... | Label: Waivers |
e231ae2b-ba1f-400e-a136-082d972a5ec5 | Clause:
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the Grantee’s successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Successors |
e1f17e13-97eb-4e07-b9b8-02289514286b | Clause:
The Company is a corporation duly organized, validly existing under, and by virtue of, the laws of the State of Nevada, and is in good standing under such laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Organizations |
64d10e88-1b99-4862-b0c2-a2fde10da135 | Clause:
All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all federal, state and other material taxes, assessments and other governmental charges or levies upon, each Loan Party,... | Label: Taxes |
0e34dc6e-b3b1-454e-bbac-d526c035e8b0 | Clause:
The original Notes and Mortgages are genuine and each is the sole legal, valid and binding obligation of the maker thereof, enforceable in accordance with its respective terms. All parties to the Notes and Mortgages had the legal capacity to execute and deliver the Notes and Mortgages, and the Notes and Mortgag... | Label: Enforceability |
11127892-f92c-4e9d-b1ec-174ea5e2e719 | Clause:
Immediately following the making of each Loan made on the Effective Date (assuming the full amount of the Initial Term B Loan Commitment is drawn on the Effective Date) and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the Borrower (on a consolidated b... | Label: Solvency |
73312f0b-8c7d-4f65-bcf1-2ac145ac3405 | Clause:
Notwithstanding anything to the contrary in Section 7 any foreclosure and sale of any or all portions of the West Virginia Property shall be held in accordance with W. Va. Code Sections 38-1-3, 4 and 5 and other applicable provisions of law.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Sales |
cfa4c95d-8c3d-4048-a9cc-a64e5f57f70a | Clause:
During the Employment Period, Executive's base salary will be two hundred eighty-five thousand dollars ($285,000) per annum (as may be adjusted from time to time by the Board, the " Base Salary "), which salary will be payable by the Company in regular installments in accordance with the Company's general payro... | Label: Base Salary |
f4c7d972-d04c-4534-be01-e44f4aba11c2 | Clause:
The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by Section 2.4 or by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the Nasdaq Global Select Market, or any other stock exchange on which shares of Comm... | Label: Amendments |
5decd79b-6ce8-4be3-9864-6797a8c757b2 | Clause:
GROWLIFE has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable ... | Label: Compliance With Laws |
02212695-9122-4f16-8576-f36d332a14e4 | Clause:
The unpaid principal amount of the Revolving Credit Advances shall, subject to the following sentence, bear interest as provided in the Revolving Credit Note. If at any time the rate of interest specified in the Revolving Credit Note would exceed the Maximum Rate but for the provisions thereof limiting interes... | Label: Interests |
72ec7867-2ea7-4c00-b93e-93802cdb44f3 | Clause:
Other than as set forth on Schedule 7.1(h) hereto, the Company does not have any Subsidiaries. Except as set forth in the immediately preceding sentence, neither the Company nor any of its Subsidiaries, directly or indirectly, owns any equity or similar interest in, or any interest convertible or exchangeable o... | Label: Subsidiaries |
98411369-50e2-46d8-a8f5-c259a52a38ad | Clause:
(a) Immediately after the consummation of the Transactions to occur on the Restatement Effective Date, the Company and the Restricted Subsidiaries, taken as a whole, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Solvency |
78be3b87-dd2b-497e-90fb-b7adcb1e3b86 | Clause:
The parties hereto agree that as of the Restatement Effective Date, the terms and conditions of the Existing Receivables Funding and Administration Agreement shall be and hereby are amended, superseded, and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended ... | Label: Amendments |
287aedfd-6d94-4633-b675-8568e289d534 | Clause:
This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Assignments |
8e144eec-9f62-48ed-83d4-863347954e03 | Clause:
Schedule 3.19 contains a complete and accurate list and summary of all Intellectual Property, including, without limitation, the Biorefinery Patents, owned or possessed by the Seller, or which the Seller has the right to use pursuant to a valid and enforceable patent, written license, sublicense, agreement, or ... | Label: Intellectual Property |
9d17bcd8-2cdb-4a95-910d-4675b1fe3533 | Clause:
The Credit Parties hereby agree to indemnify and hold the Lender harmless from and against any and all claims payable by the Lender to any Person, including reasonable attorneys' and paralegals' fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such am... | Label: Indemnifications |
19032424-98fc-4f69-8dcc-0b3ca9e4e5bb | Clause:
The Parties agree that this Agreement may be executed in identical counterparts. The Agreement will be binding and enforceable on all Parties even though signed in counterparts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Counterparts |
1f0eaad7-00e3-4b15-846c-3142c117ef16 | Clause:
Either party may terminate Consultant’s services at any time and for any reason or no reason, upon 5 days written notice. If the Term is less than three (3) months, then the fee set forth in Section 5.1 shall be prorated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Terminations |
fc0f4220-450f-4848-937c-bc7948b6b1f7 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. It will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such co... | Label: Counterparts |
d80ef65c-c32e-4adc-8111-cb1388a1f94a | Clause:
The execution, delivery and performance by the Purchasers of the Transaction Agreements to which it is a party will not conflict with or result in any violation of or default by the Purchasers (with or without notice or lapse of time, or both) under (i) any provision of the organizational documents of the Purch... | Label: No Conflicts |
1ffcb4f5-ca3e-461b-b57f-5d061726a21f | Clause:
Executive acknowledges and agrees that payments under Section 6.2 or 6.3 shall fully and completely discharge any and all obligations of Employer to Executive arising out of or related to: (a) Executive’s employment with, and/or separation from employment with Employer; and/or (b) this Agreement. The payment(s)... | Label: Releases |
a963d741-f02e-4157-b06a-d85d84bbaa7e | Clause:
This Agreement is binding upon the Company and Executive and their respective heirs, personal representatives, successors and assigns; provided that, the services to be rendered by Executive to the Company under this Agreement are personal in nature and, therefore, Executive may not assign or delegate Executive... | Label: Assignments |
4e45512c-c324-4403-ab27-b9a0f34d4519 | Clause:
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS A... | Label: Consent To Jurisdiction |
c40d2bb4-56d0-403d-91bc-3b9f71544bc1 | Clause:
Seller will not have any obligation to indemnify Buyer with respect to any loss until Buyer shall have suffered aggregate losses relating thereto in excess of $1,000 (One Thousand dollars), at which point Seller will be obligated to indemnify Buyer for the amount of such losses in excess of $1,000 (One Thousand... | Label: Indemnifications |
49765e4d-9894-4c8d-b645-9f9ca3f64d4a | Clause:
There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, county, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits ... | Label: Payments |
b2768402-d748-4576-8ef9-f682f2c9a27c | Clause:
The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Interests |
0337e2b9-7d22-43d3-8f2e-5aad837b1bdc | Clause:
The Borrower shall apply the proceeds of the Loans exclusively as permitted pursuant to Section 2.01 and Section 2.02 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Use Of Proceeds |
7cb58f9e-a744-40ed-82ad-3ae0b91db372 | Clause:
The Grantee acknowledges and agrees that the terms of this Award Agreement are considered proprietary information of the Company. The Grantee hereby agrees that Grantee shall maintain the confidentiality of these matters to the fullest extent permitted by law and shall not disclose them to any third party. If t... | Label: Confidentiality |
29cf167a-a0e0-4313-a9c8-001750440a45 | Clause:
The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Put Shares, Commitment Note, and the Underlying Shares, do not ... | Label: No Conflicts |
f75bf3c0-a0d6-4cbb-ae37-47106b4bcaa8 | Clause:
The Parties will execute, acknowledge and deliver all such other and additional instruments, notices, releases and other documents and will do all such other acts as may be necessary or advisable to fully transfer, assign and delegate to Indemnity all of the Assigned Rights/Obligations and to fully carry out th... | Label: Further Assurances |
05fcbcee-d313-4ce2-acf3-557ae38d55e7 | Clause:
Title and risk of loss to Products shall pass from the Company to Aron as Products pass the Products Intake Point. Aron shall retain title and risk of loss through the Included Product Pipelines and in the Included Product Tanks. Title and risk of loss to Products shall pass from Aron (i) to the Company as Prod... | Label: Titles |
8e8a1e63-4114-4fa0-ae26-8491397bdf9b | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the o... | Label: Counterparts |
131e9001-7e3f-4aaa-84db-133eb026bf62 | Clause:
The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing Date w... | Label: Representations |
bcd9ef89-bf33-4a11-be0f-24f33eda3b38 | Clause:
Any provision of this Agreement 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; and the... | Label: Severability |
e0e66277-bf99-4e36-8307-9d67add0e030 | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to... | Label: General |
58fe0ba0-5613-4575-8e8e-b76bf23d74d2 | Clause:
If any provision of this Agreement, the Incremental and Amendment and Restatement Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement, the Incremental and Amendment and Restatement Agreemen... | Label: Severability |
2db65c9b-19a9-4465-8f49-39afa064aa07 | Clause:
This Third Amendment and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
36c5aff4-d2bf-4743-a8f2-a49f23cc1107 | Clause:
Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment or full satisfaction of the Obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Survival |
df80b8a0-ab59-4327-9320-678b3eb21f42 | Clause:
The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be tru... | Label: Warranties |
3e284b2d-3706-463f-b4ab-7d8b4f4cedb6 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed p... | Label: Capitalization |
3833e10f-b973-4373-8da6-7ff9725e4b12 | Clause:
This Amendment shall become effective as of the date first above written upon receipt by the Agent of counterparts of this Amendment duly executed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Effectiveness |
67fc39de-7794-409e-899b-3f266bdade3d | Clause:
Cooperate fully, completely and promptly with Buyer, its counsel, and the Company’s auditors in connection with providing Buyer at Seller’s expense all audited and reviewed financial statements of Seller required by the Commission and Regulation S-X promulgated under the Securities Act for inclusion in Buyer’s ... | Label: Financial Statements |
aa98dde3-e7e1-4219-92fa-46689f7f8698 | Clause:
The Company shall use the net proceeds from the sale of the Notes pursuant to the Subscription Agreements for working capital purposes, including the payment of bank debt and payment of trade payables, and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, (b) f... | Label: Use Of Proceeds |
788b8e02-aa7c-4b23-9fe3-8e27b677aacf | Clause:
This agreement will not be amended except by written agreement signed by all the parties.
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, ... | Label: Amendments |
d791f30e-b6b0-4fce-9f6b-9760a66278bf | Clause:
The Board or the Compensation Committee of the Board or, to the extent permitted by Board resolution, any delegate of the Board or Compensation Committee, may amend, modify, suspend or discontinue this Plan at any time; provided, however, that no such amendment, modification, suspension or discontinuance shall... | Label: Amendments |
6bbc9364-4818-4773-b5b7-a0090587f488 | Clause:
Subject to approval by the NESR Corp shareholders, on the date to be designated by NESR Corp within one year of the signing of this Agreement (“ Closing Date ”), NESRH shall assign to NESR Corp all rights that it has in the Fifty-Eight Thousand Five Hundred (58,500) shares of stock in the Company (“ Company Sha... | Label: Assignments |
6596f38c-7e86-4c5c-a72d-3b611bb2edbc | Clause:
Principal and interest on any amounts advanced by the Bank under any Letter of Credit are payable on demand and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, the date of the making of any Credit Extension shall be included and the date of payment ... | Label: Payments |
3e4d5f84-fa76-4187-bbc9-7e154228e289 | Clause:
The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Put Shares, Commitment Note, and the Underlying Shares, do not ... | Label: No Conflicts |
ddf1f215-7827-47cd-9fd9-8ba7a277ba33 | Clause:
No waiver by a Party of any right hereunder or failure to enforce a breach of any of the terms of this Agreement will be valid unless in writing and signed by an authorized representative of each Party hereto. Failure by either Party to enforce any rights under this Agreement will not be construed as a waiver ... | Label: Waivers |
56c36008-a9ef-411c-8219-5f16f574f42a | Clause:
The Participant’s or the Company’s failure to insist upon strict compliance with any provision of the Plan or the failure to assert any right the Participant or the Company may have hereunder, including, without limitation, the right of the Participant to terminate employment for Good Reason, shall not be deeme... | Label: Waivers |
263ded5b-23f8-42a6-a190-e4c28d2e4f77 | Clause:
During the Term, the Executive shall be entitled to vacation, holiday, and sick leave, in accordance with the Company’s vacation, holiday, and other pay-for-time-not-worked policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Vacations |
9e658f10-6cda-4c91-9bbe-534d097a4ae6 | Clause:
The Transferor shall indemnify, defend and hold harmless the Owner Trustee (as such and in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants (collectively, the “ Indemnified Parties ”) from and against any and all liabilities, obligations, losses, damages,... | Label: Indemnifications |
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