id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
393496f6-2127-4a76-8e98-cf3ac3a7c137 | Clause:
Notices and all other communications contemplated by the Plan shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Participant, mailed notices shall be addre... | Label: General |
edccaf8f-6ae3-42b8-b6c7-4af867725d31 | Clause:
Employee shall submit to Employer reasonably detailed receipts or credit card statements with respect thereto which substantiate the Employee ’ s expenses. Employee shall use his own credit cards and be reimbursed each month for his business expenses.
Task: Classify this clause into ONE of these types (exactl... | Label: Expenses |
48f3f52b-9adb-460a-8b8d-756c92ad3052 | Clause:
Each party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Representations |
b78b653a-2d5a-4125-aa1d-990f535b2da7 | Clause:
This Patent Security Agreement shall be construed in accordance with and governed by the laws of the State of New York.
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: Governing Laws |
36f3b353-969e-45b7-ba68-a550d27e800e | Clause:
Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party. No assignment of this Agreement shall release the assigning party from its obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Assignments |
fa78a757-ea40-401f-bc5c-29608a221527 | Clause:
Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Company or any Subsidiary (other than information of a general economic or industry nature) to any Arranger, the Administrative Agent, an... | Label: Disclosures |
05ff49a2-eb95-42a3-ae66-4718570d7e5b | Clause:
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile or email, or sent by a nationally recognized overnight courier service, addressed to the Corporati... | Label: Notices |
f66f83e1-9285-40e9-9995-96dc3b8891cb | Clause:
Each Restricted Subsidiary and Unrestricted Subsidiary of the Parent Borrower as of the Closing Date is listed on Schedule 6.1(f) , including the jurisdiction of organization, ownership and ownership percentages thereof. All the outstanding Equity Interests of the Parent Borrower’s Restricted Subsidiaries owned... | Label: Subsidiaries |
f79fa2e8-73f3-4852-b66f-357a8789b943 | Clause:
TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE S... | Label: Waiver Of Jury Trials |
3224d554-2804-4d41-bb19-41cabc07c1bb | Clause:
(a) No Loan Party nor any of its Subsidiaries nor, to its knowledge, its other Affiliates, is in violation of any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to viola... | Label: Sanctions |
3e134299-692e-4776-8966-76bdba2e7bf2 | Clause:
This Award Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and un... | Label: Entire Agreements |
f6febfef-88d3-4228-9794-67f4ccf20774 | Clause:
The representations and warranties of Seller set forth in Section 13.1 being true and correct in all material respects as of Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Warranties |
915b7f1b-2988-4168-835b-6a450ea13a61 | Clause:
There are no proceedings, claims or lawsuits pending or, to the knowledge of such Owner, threatened against such Owner that question the legality, validity or enforceability of this Agreement or any of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Litigations |
dd861738-876f-4876-af6b-3f9d673960b9 | Clause:
This Note and the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and, subject to Section 16, their successors and, in the case of the Holder, its registered assigns.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Binding Effects |
61f600eb-eddf-4ce1-a0ca-7f6e043a6264 | Clause:
If a court of competent jurisdiction or an arbitrator should find any term or provision of this Agreement to be unenforceable and invalid by reason of being overly broad, the parties agree that the court shall limit the scope or duration of such provision to the maximum enforceable scope or duration allowed by ... | Label: Severability |
b5915a34-d7c8-484c-aec1-a15a5269a018 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser agrees to purchase, that number of Shares and Warrants equaling the Subscription Am... | Label: Closings |
a11ec86d-734b-4ad3-b8ad-0db000849392 | Clause:
If any Incremental Facility is added in accordance with this Section 2.06 , the Administrative Agent and the Borrower shall determine the effective date (each, an “ Incremental Facility Effective Date ”) and the final allocation thereof. The Administrative Agent shall promptly notify the Borrower, the existing... | Label: Effective Dates |
9a22c2c0-049e-4fcf-92df-ddc3c0314b92 | Clause:
Upon written request by any Indemnified Party, Indemnitor shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sol... | Label: Expenses |
86460f93-fc0d-4b1d-95c3-236edb243559 | Clause:
THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
c4fadb49-5c47-4367-ae24-c9dfa95be85b | Clause:
The Administrative Agent will promptly notify the Lenders of any notice of Additional Term Loans. Each Additional Term Loan shall be a Committed Loan hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: General |
608f3725-d6bc-47ba-a2b5-69222384a31e | Clause:
Section headings herein are included for convenience of reference only and shall not constitute a part of this Fourth Amendment for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Headings |
c60e0cca-e274-4e37-bc0d-3d8408d90c0c | Clause:
Each person signing this Agreement represents and warrants that he or she has complete authority and legal capacity to enter into this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Authority |
c87943a2-b90f-4af3-a724-6df7040f841d | Clause:
(a) Each of the Lenders and the Issuing Lender hereby irrevocably appoints Wells Fargo Bank, National Association to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers... | Label: Powers |
af19940d-8f99-419e-916c-e463e3742be6 | Clause:
To the fullest extent permitted by applicable law or the Company’s articles of incorporation and bylaws the Company will, during and after termination of employment, indemnify Employee (including providing advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, inc... | Label: Indemnifications |
10eee875-cb5c-4238-bf04-10d646500a59 | Clause:
By accepting the PRSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Modifications |
d9afdac5-def5-4a25-8ec7-48294fd172ca | Clause:
This Agreement together with the several agreements and other documents and instruments referred to herein or therein or attached hereto or thereto, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandin... | Label: Entire Agreements |
81558544-bfcb-49c1-a0aa-26d23c7feb39 | Clause:
(a) Unless the party to be notified otherwise notifies the other parties in writing as provided in this Section, and except as otherwise provided in this Agreement, notices shall be given to Administrative Agent by telephone, confirmed by writing, and to the Banks and to Borrower by ordinary mail or overnight c... | Label: Notices |
6cad11e9-a142-4992-9f1c-23e139f8cc93 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arkansas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Arkansas.
Task: Classify this clause... | Label: Governing Laws |
4aff8271-27f9-4183-a014-33fe44229077 | Clause:
As of the Closing, after giving effect to the Share Issuance, the Company will not: (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount required to... | Label: Solvency |
08b87011-1ea2-4ec8-8d6a-1eddb7f57d3e | Clause:
No later than five (5) Business Days after the date hereof, Seller shall cause the Company to send a notice in writing (which shall be reasonably satisfactory in form and substance to Buyer) to each Company Fund and take such other actions to comply with, or as may be reasonably necessary under, applicable Law,... | Label: Consents |
4f93f06e-c10b-4e4b-aa12-a0d5efa796f4 | Clause:
Subject to the terms of this letter, upon the earlier of (a) the mutual written agreement of the Parties hereto; (b) the giving of notice by either Party of the termination of negotiations of a Purchase Agreement; (c) the failure of Purchaser to pay the Deposit or Additional Deposit when required or (d) the fai... | Label: Terminations |
1fbb3d03-ef07-4db6-8945-39b4bd08e7c2 | Clause:
The conditions and provisions set forth in this Agreement shall be severable, and if any condition or provision or portion thereof shall be held invalid or unenforceable, then said condition or provision shall not in any manner affect any other condition or provision and the remainder of this Agreement and ever... | Label: Severability |
a752999c-fb52-4eb4-b66c-dc40646814e4 | Clause:
Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “ Transferor” ). On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “ Transferor... | Label: Assignments |
52307888-40db-4d6c-a250-ae6fd168076c | Clause:
The Restricted Stock Unit Agreement shall set forth the vesting conditions, if any, which shall apply to the Restricted Stock Unit and the manner in which such vesting may occur, including, if applicable in the Administrator's discretion, a description of the Performance Objectives and Performance Period upon w... | Label: Vesting |
0b14dbda-f441-4bd7-b509-7867d0d3114c | Clause:
While you are employed by NiSource Inc., or its subsidiaries (the “Company”), you will be entitled to participate in all benefit plans, including without limitation, any health, life and disability insurance plans, qualified and nonqualified retirement plans, or any other plan or benefit generally afforded to s... | Label: Benefits |
03db1cb6-776f-4056-90c8-34b395fec109 | Clause:
The term of this Agreement shall commence as of the Amendment Effective Date and will continue until the seventh (7 th ) anniversary thereof, renewing automatically for successive two (2) year periods unless either Party provides prior written notice of its intent not to renew at least six (6) months prior to t... | Label: Terms |
6364792e-e3ca-4e82-ba76-017d65cb0285 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which could materially and adversely affect Borrower or the Property, or Borrower’s business, assets or properties, operations or condition (financial or otherwise). Borrower is not in default in any material respect in the pe... | Label: Agreements |
9402a001-1bce-4d03-bec4-6163941df2dc | Clause:
The Company shall withhold any taxes or other amounts with respect to a Participant's Deferred Amounts required to be withheld under federal, state or local law. Such taxes shall be withheld from the Participant's non-deferred compensation to the maximum extent possible with any excess being withheld from the P... | Label: Tax Withholdings |
592464b9-fc0f-4daa-baf3-f9303504a39d | Clause:
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given... | Label: Notices |
bf812aa5-7b7a-4275-839a-ad88feffff2a | Clause:
All notices, requests and other communications hereunder to a Party, shall be in writing and shall be deemed properly given if delivered (a) personally, (b) by registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by properly addressed electronic mail delivery (with... | Label: Notices |
8bfd984e-337e-4a21-869a-ea9d3ea89074 | Clause:
In the event that any provision of this Local Country Agreement conflicts with the law under which this Local Country Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties hereto, such provision will be deemed to be restated to refle... | Label: Severability |
f689fbf7-2717-4d58-97fb-4d18adee7ab5 | Clause:
All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Fees |
62f1ded7-f719-4763-bfba-611a117877ec | Clause:
To the actual knowledge of the Managing Member, there is no material action, suit or proceeding pending or threatened against or affecting the Property, or arising out of the ownership, management or operation of the Property, this Agreement or the transactions contemplated hereby.
Task: Classify this clause i... | Label: Litigations |
3a5fd80d-1c33-4f32-85eb-e8448ea762bd | Clause:
Each Credit Party and each Subsidiary thereof are, taken as a whole, Solvent.
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,... | Label: Solvency |
27c8b984-701c-4637-8bca-ae5afb403f37 | Clause:
Transition Period ”). During the Termination Transition Period, RWS and MONTREIGN shall coordinate and arrange for cessation of use of the IP Rights. Licensee shall bear the costs of any required changes to phase out the use of IP Rights.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Terminations |
0c5c9567-2dae-4a88-92c9-9812a15add1a | Clause:
Any reference to the Company in this Section 7 shall include the Company and/or its subsidiaries.
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: Construction |
6b9de09d-2a13-47f7-bd41-cdf018d76c4d | Clause:
This Agreement (together with the attached indemnity provisions), including, without limitation, the construction and interpretation of thereof and all claims, controversies and disputes arising under or relating thereto, shall be governed and construed in accordance with the laws of the State of New York, with... | Label: Miscellaneous |
dd37cba8-8224-406d-8e51-463792034051 | Clause:
Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien other than a Permitted Lien upon e... | Label: Compliance With Laws |
3498101d-fa13-40a0-a210-668599f09e74 | Clause:
Subject to Section 2.19(a), the Borrower shall give the Administrative Agent and the applicable LC Issuer notice prior to 10:00 a.m. (New York City time) at least three (3) Business Days (or such shorter period of time as the Borrower and the related LC Issuer may agree upon) prior to the proposed date of issua... | Label: Notices |
12e83e15-8d4c-4407-80ca-ca3c863a3a46 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the actual daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to b... | Label: Fees |
f3f817f0-7477-4ba8-b2c1-980e87cbae26 | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all of the Obligations.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Survival |
4e8abdd3-ffcc-42dd-bdeb-38aac42d4080 | Clause:
This Agreement may be executed in one or more counterparts, each 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-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Counterparts |
3e14d617-dfb1-40fc-a276-9187edc65e36 | Clause:
The Parties enter into this Agreement with the intent of conducting their relationship in full compliance with applicable federal, state, and local laws, including, but not limited to, the Medicare/Medicaid anti-fraud and abuse statutes and regulations, the Health Insurance Portability and Accountability Act of... | Label: Compliance With Laws |
2033fcb5-a05d-4ec3-b514-5bf93a6e3fe1 | Clause:
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Ho... | Label: Survival |
7aa41d83-fab0-482b-8600-864e015e1be5 | Clause:
As a condition to Buyer’s obligation to close and provided Buyer cooperates with Hyatt Corporation in applying for and pursuing a transfer of the Hotel Management Agreement, Seller shall furnish to Buyer, in form and content reasonably satisfactory to Buyer, with a written consent from Hyatt Corporation, as to ... | Label: Consents |
b4e89eea-6765-4ea1-87a7-1e08d34bc403 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUD... | Label: Waiver Of Jury Trials |
d153f11a-ff99-42ee-9fd1-fdceb041f05b | Clause:
The Company and each Investor hereby agree that the NOL Agreement shall terminate in full and be of no further force and effect, effective immediately following the “Closing” (as defined therein) under that certain Membership Interest Purchase Agreement by and among W2007/ACEP Managers Voteco, LLC, W2007/ACEP H... | Label: Terminations |
85a9681b-13fe-4465-889d-0242b7410016 | Clause:
Each Bank irrevocably appoints and authorizes the Administrative Agents and the Servicing Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to the Administrative Agents and the Servicing Agent by the terms hereof or thereof, together... | Label: Authorizations |
a0aa63e7-82e0-4db4-94a5-2ec80897038d | Clause:
The Company hereby agrees to indemnify Executive (on an after-tax basis) and hold him harmless to the fullest extent permitted by law against any and all actions, claims, demands, proceedings, damages, losses or suits, including (without limitation) all costs and/or expenses of defense (including but not limite... | Label: Indemnifications |
d808e942-3553-4f58-8696-3ec37d0f420b | Clause:
Executive shall be paid a base salary of Three Hundred and Forty Thousand Dollars ($340,000) per annum, with such increases thereafter as may be determined by Employer (the “Base Salary”) in its sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Base Salary |
f74cd19a-300f-448c-97f3-31e2c85002fa | Clause:
Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially th... | Label: Sales |
ff0b568c-2106-4821-a72a-7fbaee01bc89 | Clause:
Each Borrower will deliver to Agent: (a) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during th... | Label: Financial Statements |
8b1d98d2-8465-494c-abd9-3b6e1a2fb382 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’ s securities during the period commencing with the exec... | Label: Confidentiality |
d778c926-cecb-47b1-bd8e-9d405d8354e6 | Clause:
This Note shall be construed as a whole, in accordance with its fair meaning, and without regard to or taking into account any presumption or other rule of law requiring construction against the party preparing this Note. If the day on which any action to be performed or any payment made hereunder is not a bus... | Label: Construction |
06a56bcd-4c7e-43e3-9704-fd4c4578ba36 | Clause:
This Agreement contains all the legally binding understandings and agreements between Executive and the Company pertaining to the subject matter of this Agreement and supersedes all such agreements, whether oral or in writing, previously entered into between the parties, including, without limitation, the Origi... | Label: Entire Agreements |
44ba6ea8-b9a2-42ce-b202-dd7a5b204cc5 | Clause:
(a) Any First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Shared Collateral, and the First Priority Representative may advertise and conduct public auctions or private sales of the Shared Collateral, in each case without noti... | Label: Insurances |
fbe999af-cdab-4f86-8797-d155d84441c3 | Clause:
At any time or from time to time upon the reasonable request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect f... | Label: Further Assurances |
150716e0-d6c8-480d-9e30-e9db73320887 | Clause:
For purposes of this Section 2.11, the term “Lender” includes any Issuing Lender and 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,... | Label: Defined Terms |
95a9975b-91d8-4603-9c0d-84b208eb8543 | Clause:
Upon termination of this Agreement for any reason, each Party will deliver to the other, or destroy at the Disclosing Party’s election, all Confidential Information and other Materials of the other Party, and each will cease to make use of the other Party’s Confidential Information, except that neither Party wi... | Label: Records |
6d7d7ebf-25e6-42b4-ae38-b48f737ff348 | Clause:
Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party a... | Label: Subsidiaries |
0d023d63-4c84-4369-826d-3ef4ac80728f | Clause:
Notwithstanding anything in this Agreement or elsewhere to the contrary, neither the Company nor any of its affiliates shall be entitled to recoup or claw back any compensation from Executive unless Executive has engaged in either (A) intentional misconduct or grossly negligent behavior (whether by omission or ... | Label: Miscellaneous |
31036c11-8213-4838-80b1-a6f8cb4b03cf | Clause:
(a) Holdings and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States sitting in the State, City and County of New York, and any appellate court from any thereof, in any action or... | Label: Jurisdictions |
7188f18f-783e-44e3-bfa9-85078f82e491 | Clause:
The Company hereby represents and warrants that it has not hired, retained or dealt with any broker, finder, consultant, person, firm or corporation in connection with the negotiation, execution or delivery of this Agreement or the transactions contemplated hereunder. The Company covenants and agrees that shou... | Label: Brokers |
8caaf342-3293-4b80-97cf-2861c6f63038 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and tha... | Label: Litigations |
70fc065f-5733-4330-ac85-077b54835b3e | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York 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 N... | Label: Governing Laws |
c441ace3-3f51-4f6e-b2ff-0f2d6898745d | Clause:
As a condition to the enforcement of this Agreement, the Parent Guarantor shall have received written notice from the Holders of the satisfaction of the conditions set forth in Section 3 above. Except for the notice required under the preceding sentence, the Parent Guarantor hereby waives notice of acceptance ... | Label: Notices |
37402ffd-8fb1-433f-b6a3-b5ffc0ba5f72 | Clause:
During the Employment Period and at all times thereafter, Executive shall maintain the confidentiality of all confidential or proprietary information of the Employer (“Confidential Information”), and, except in furtherance of the business of the Employer or as specifically required by law or by court order, he ... | Label: Confidentiality |
91af063f-b46f-45f9-b426-b806661ec7ad | Clause:
The execution, delivery and performance of this Agreement, the Notes by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in ... | Label: No Conflicts |
1c6e45af-d304-4b32-a946-d815782ecb02 | Clause:
Cause all assessments and material taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against the Loan Parties or any of their assets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of su... | Label: Taxes |
ae8fd7e3-9b9d-4d25-9aeb-a73ec89f65a2 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON ... | Label: Waiver Of Jury Trials |
0757a2fe-a0dd-4566-aca6-819724eecd16 | Clause:
Executive agrees that, during the Term and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of OUTFRONT or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory ... | Label: Non-Disparagement |
8ccaedae-3b4b-4947-ad5a-b55075753b68 | Clause:
The Executive recognizes and agrees that a violation by him of his obligations under this Section 6, or under Section 7, or subparts (a) or (d) of Section 8 may cause irreparable harm to the Company that would be difficult to quantify and that money damages may be inadequate. As such, the Executive agrees that ... | Label: Specific Performance |
f3224d07-0170-4d32-9aac-2b0b88b728f4 | Clause:
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
Task: Classify this clause into ONE ... | Label: Waiver Of Jury Trials |
b59a791f-0ca8-4561-bfee-bd37d5c93fd4 | Clause:
By executing this Subscription Agreement, you (i) agree to, and will be deemed to have executed, the Registration Rights Agreement (attached as Exhibit B), and (ii) agree to the terms of the Warrant (attached as Exhibit C).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Notices |
16066e7e-714a-4d74-9ff2-1a9f368f44cd | Clause:
The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement. A waiver of any provision of this Agreement shall not be deemed a waiver of any other provision, and any waiver ... | Label: No Waivers |
c01ab953-03ce-4056-8bb3-e6712d640b9e | Clause:
During the Term, Executive shall be entitled to (i) perquisites on the same basis as other named executive officers of the Company, (ii) an automobile allowance of $1,000 per month, and (iii) a tax and legal allowance of $15,000 per calendar year. In addition, the Company shall promptly reimburse Executive in ... | Label: Expenses |
7b62f9a8-fe28-4a2b-90a3-b920b9fbb52e | Clause:
Any dispute or controversy arising under or in connection with this Agreement other than a dispute pursuant to Section 5.4 and Section 5.5 , shall be settled exclusively by arbitration in the State of Kansas by three arbitrators in accordance with the Employment Arbitration Rules and Mediation Procedures of the... | Label: Arbitration |
2ed9df43-eabf-4e07-9bc5-6c2a95c6548a | Clause:
As of the Closing Date, such Grantor has no Material Contracts or inbound licenses of Material Intellectual Property which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein, except for those Material Contracts noted in Schedule 6.24 to the Dis... | Label: Agreements |
2c45f231-8055-4f94-bcfe-7ff95702146a | Clause:
Buyer and Seller may assign their rights and obligations (including the rights to any deposits) hereunder in whole or in part, to one or more persons and/or entities, including the right to assign such rights hereunder with regard to the separate properties covered by this Agreement to separate assignees or to ... | Label: Assignments |
c75f7974-1df6-4cc2-a708-49ea9987fb3f | Clause:
During the Standstill Period, the Investor agrees not to seek enforcement of any other provision not specifically described herein but contained in the Articles that is inconsistent with the Company’s obligations under Section 4(k) of the NPA. Following the Standstill Period, for so long as the Obligations unde... | Label: General |
3ae321f5-5881-4731-b8d0-6f76c5f30c25 | Clause:
In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors and assigns, and its present and former members, shareholders, affiliates, subsidiari... | Label: Releases |
979d0d3a-2925-43d5-8c76-1585744c14fc | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be... | Label: Governing Laws |
ce43db84-cbb1-4fbf-8297-130a715e4412 | Clause:
Subject to the proviso in Section 3.2(c) above, each Seller, by accepting the Purchase Price related to each purchase of such Seller’s Receivables and Related Security, shall be deemed to have certified that the representations and warranties of such Seller contained in Article II are true and correct as to suc... | Label: Warranties |
dee01666-f207-490e-abe3-2742e95f54a0 | Clause:
All capitalized terms used herein (including in the preamble and recitals hereto) but not otherwise defined herein have the meanings given to them in the Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Defined Terms |
76d884f3-c79a-4475-82d9-7377a5cbfcbb | Clause:
In order to induce Purchaser to execute and deliver this Amendment, each of the Guarantor and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Guarantor and the Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by th... | Label: Representations |
239a8b6d-2244-4897-a5c6-3de48b7ce8c9 | Clause:
The Originator, by accepting the Purchase Price related to each purchase of Receivables generated by the Originator, shall be deemed to have certified that the representations and warranties contained in Article V are true and correct on and as of such day, with the same effect as though made on and as of such ... | Label: Warranties |
e7aea0e6-bd34-4bc3-9c9b-7e63f8f3b5af | Clause:
No amendment or waiver of any term, provision or condition of this Agreement shall be effective unless in writing and executed by each of BCM and the Company. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing o... | Label: Waivers |
05dff413-5955-41aa-b4fc-99e629bd4f39 | Clause:
In connection with this Agreement and the transactions contemplated hereby, each Party will execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactio... | Label: Further Assurances |
907acea7-9b40-4f38-abc0-87d44c254d87 | Clause:
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).
T... | Label: Governing Laws |
79287f94-9b9b-47bc-95fd-cf3634d676d0 | Clause:
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Task: Classify thi... | Label: Survival |
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