id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
410a5e07-6928-4d56-a5a4-94dc61eccff0 | Clause:
Except as set forth on Schedule 3.1(p), the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limit... | Label: Insurances |
e8493307-3322-4530-b23e-5f67613a2ed8 | Clause:
The Credit Parties shall reimburse the Administrative Agent and the Lenders for all fees and expenses of the Administrative Agent and the Lenders (including without limitation, all fees and expenses of counsel to the Administrative Agent and the Agent Financial Advisor) incurred in connection with the Credit Do... | Label: Expenses |
6feac7e3-7b1b-45a0-a4b2-c74e7349ed29 | Clause:
In the event the Indemnified Parties have a good faith reason to believe that an environmental hazard involving a Hazardous Substance in violation of Environmental Law exists on the Property that, endangers any tenants or other occupants of the Property or their guests or the general public, upon reasonable not... | Label: Cooperation |
5fe1ff84-5ac9-4211-974a-f736a06672fe | Clause:
The term of this Agreement shall begin on the Effective Date and shall end on the third year anniversary of the Effective Date (the “ Term ”); provided, that on the third year anniversary of the Effective Date and on each successive year anniversary thereafter, the Initial Term shall automatically be extended f... | Label: Terms |
05c53647-72d7-4c38-aa74-f47f6ed53e3f | Clause:
Acquiror and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been, or will have been by the Closing, dul... | Label: Authority |
ead8a390-5b07-4f8f-96f1-765cca8465c0 | Clause:
(a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable companies insurance on all its property in at least such amounts and against at least such risks (but including in any event publi... | Label: Insurances |
541ada4a-0552-4ece-ac6f-c1124e5d4c9f | Clause:
Except for taxes (other than Other Taxes) which shall be solely covered by Section 3.9, (a) all reasonable and documented out-of-pocket costs and expenses including reasonable and documented attorneys’ fees and disbursements (but subject to the number of counsel set forth in the paragraph labeled “First” in Sec... | Label: Expenses |
ccb6b8a2-4479-45d2-a92e-dcafe512c1a4 | Clause:
The Stockholder has all requisite power and authority to execute and deliver this Support Agreement, to perform the Stockholder’s obligations hereunder (including, without limitation, Section 3(c)) and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Stockholder... | Label: Authority |
ff687ce9-eb36-491c-b1eb-865f018c8ba1 | Clause:
The Seller shall promptly notify the Purchaser of any material adverse change (as determined in Seller’s reasonable judgment) in the business, prospects, assets or condition, financial or otherwise, of the Seller and of any material litigation or governmental proceeding or investigation brought or, to the Selle... | Label: Litigations |
7c4d26d5-51b0-4e8d-8e89-f1315e75f77b | Clause:
Administrative Agent shall have received from Lenders constituting at least the Majority Lenders, Parent and Borrower, counterparts (in such number as may be requested by Administrative Agent) of this Amendment signed on behalf of such Persons.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Counterparts |
ceeb0230-1c7f-417f-b8ab-2b145b2cecbc | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be in writing and effected in the manner provided for in Section 10.2 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Notices |
d32411ed-d069-4392-a379-d29103dd49cc | Clause:
All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier, to the addresses set forth in the Asset Purchase Agreement or provide... | Label: Notices |
baa234fd-8345-49a5-bb69-15396d04635c | Clause:
This Assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Binding Effects |
5350307c-3b84-419d-81b4-add7e81c1b0b | Clause:
If a Participant terminates from employment , the Participant’s vested Accrued Benefit shall be deferred to the earliest of the Participant’s death, Total and Permanent Disability or attainment of Normal Retirement Age, at which time such vested benefit shall be payable in accordance with Sections 13.06 and 1... | Label: Forfeitures |
af7188d4-06c2-4aae-987f-ab105eeb09ff | Clause:
After giving effect to Section 2.2 of this Amendment, the representations and warranties of each Loan Party contained in the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as though made on and as o... | Label: Representations |
1219de2a-622c-4ec8-9256-c2987d326ed1 | Clause:
Appropriate provision, which may include the election by the grantee to have the Company withhold from the Common Stock to be issued upon exercise of an option a number of shares having an aggregate fair market value that is determined by the Company to be appropriate to cover up to the maximum tax withholding ... | Label: Withholdings |
0d580834-cfeb-463b-b6b2-7ab1da2da66f | Clause:
In consideration of Services, the Consultant will be paid Nine Thousand Five Hundred United States Dollars (USD 9,500) per month (the “ Consulting Fee ”). The Consultant shall not receive any additional benefits or compensation for Services, except for the reimbursement of expenses, as is more fully described b... | Label: Payments |
d2dc7bf3-b340-43b4-ad49-9af02f40a5d8 | Clause:
This Note and any amendments to it may be executed in any number of counterparts each of which taken together shall be deemed to constitute one and the same agreement and each of which individually shall be deemed to be an original, with the same effect as if the signature on each counterpart were on the same o... | Label: Counterparts |
9a61081a-442b-45eb-8815-28de79f6fc01 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the Loans and any Incremental Facility for general working capital requirements of the Borrower, Permitted Acquisitions, and general corporate purposes, in each case, not in contravention of any Law or of any Loan Document.
Task... | Label: Use Of Proceeds |
31a264cf-38ad-4dad-87f2-eab1d5879591 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ALBERTA AND THE LAW OF CANADA APPLICABLE THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
8cd0fcca-739b-4def-8adc-f915fd826ddf | Clause:
Each covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 5.3 shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this Section 5.3 have been completely performed and satisfi... | Label: Survival |
b2d04440-a247-40de-8d57-ddf4cce28ab7 | Clause:
The Employment Agreement shall continue in full force and effect for the term beginning November 1, 2017 and ending December 31, 2027, unless sooner terminated pursuant to the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Terms |
5a2ef8e9-8feb-4795-998c-770de62e94a7 | Clause:
If any one or more of the provisions contained in this Amendment, the Credit Agreement, or the Other Documents shall be held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Amendment, the Credit Agreement or the Other Docum... | Label: Severability |
9e52d259-31c9-4678-a7ca-3cb41c3fdc4e | Clause:
The Participant agrees not to disclose the terms of this Agreement to anyone other than the members of the Participant’s immediate family or the Participant’s counsel or financial advisors and agrees to advise such persons of the confidential nature of this offer.
Task: Classify this clause into ONE of these t... | Label: Confidentiality |
b3a803bb-d148-4b75-b99d-de3c35e1e04c | Clause:
During the Employment Period, the Executive shall receive a base salary (the “ Base Salary ”) of $430,000 per annum, which amount reflects the Executive’s 2016 Base Salary and may be increased by the Compensation Committee, as provided below. The Base Salary shall be paid in installments at such intervals as th... | Label: Base Salary |
889c8b59-9e3a-4495-b808-61cd11fa3b4b | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account in dollars, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period applicabl... | Label: General |
1b3ec799-4ee7-47e7-bd3f-3e8d09de6c46 | Clause:
If any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then: (a) such provision will be deleted from this Agreement in that jurisdiction to the extent of such invalidity or unenforceability without invalidating the remaining prov... | Label: Severability |
ad840826-d663-4ec9-a0a6-bf8f74c6e785 | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be deemed to be jointly drafted by the Company and the Purchaser and shall not be construed agai... | Label: Construction |
ede15fa5-8dc9-4711-a122-25a322f9baa9 | Clause:
Subject to and concurrent with the consummation of the IPO, the Trust shall issue and sell to the Manager and the Manager shall purchase from the Trust, the Private Placement Shares at a purchase price per Private Placement Share equal to the initial public offering price per Share in the IPO.
Task: Classify t... | Label: Sales |
b07a6292-1b26-4dd0-9dab-b3365836ab88 | Clause:
Each Lender may, without the consent of Agent or Borrower, sell participations to one or more Lenders or other entities (but not to any natural Person) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation ... | Label: Participations |
099aca28-5b21-4142-992e-7e85894c4df4 | Clause:
Executive acknowledges that the Company has a compelling business interest in preventing unfair competition stemming from the intentional or inadvertent use or disclosure of the Company’s Proprietary Information. Executive further acknowledges and agrees that damages for a breach or threatened breach of any of ... | Label: Remedies |
c69bde24-5f53-433f-972e-b4f977980565 | Clause:
This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Governing Laws |
0c2a6b22-d31a-4b39-afa1-c611ceafe7be | Clause:
The Company shall use all the proceeds of (i) the Loan in accordance with the Term Loan Agreement and (ii) the Share Purchase Price for the repayment of debt and making investments in strategic growth business areas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Use Of Proceeds |
b4cc7a1e-db56-486d-84f1-a95c91bb32b0 | Clause:
It is the desire and intent of the parties hereto that the provisions of this letter agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this letter agreement will be a... | Label: Severability |
7965b2bb-acd9-4c8a-b80e-7c0d1171a959 | Clause:
Without consent from the Bank, Borrower will not create, incur, or suffer to exist any Lien on the Collateral except (i) the security interest created by this Security Agreement, and (ii) Permitted Liens permitted pursuant to the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Liens |
4476e39a-f81a-42fd-bedc-ef00d03a660f | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Erisa |
0547ae91-1abc-42f7-aa72-caa4f01b5509 | Clause:
Tenant represents and warrants to Landlord: (i) the execution and delivery of, the consummation of the transactions contemplated by and the performance of all its obligations under, this Amendment by Tenant have been duly and validly authorized by its board of directors, if necessary, and by its stockholders, i... | Label: Authority |
29744aa6-cf14-4b14-b0f3-41c8eb8dd9bd | Clause:
Provided that no Default or Event of Default has occurred and is then continuing, the Borrowers shall have the option to (a) convert at any time following the third Business Day after the Original Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amou... | Label: Notices |
1a9b8b9c-6d34-4d22-b722-b782efaa3cf1 | Clause:
Within twenty (20) days (or such later date as may be agreed by the Lead Lender) of any Subsidiary of the Borrower being created or acquired, Borrower will (a) promptly take all action necessary to comply with Section 5.15, (b) promptly take all such action and execute and deliver, or cause to be executed and d... | Label: Subsidiaries |
7683277a-7f57-4f74-b593-4ea65b0192c6 | Clause:
THE PARTIES 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 AND THAT MONETARY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY THEREFOR. IT IS ACCORDINGLY AGREED THAT ... | Label: Enforcements |
ba245c8b-8bde-4e23-9424-ecc9e1f32b37 | Clause:
In addition to the other sums payable under this Agreement, Partnership shall pay, and hold Manager harmless against, all sales, use or other taxes, or other fees or assessments imposed by any Legal Requirement in connection with the provision of the Services, other than income, franchise or margin taxes measur... | Label: Taxes |
b43bc7fe-06a4-4a11-983c-e49c790e6616 | Clause:
The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on accoun... | Label: Tax Withholdings |
d0be777a-4663-4413-a815-17c9298040c7 | Clause:
Employer and Releasees have the right to assign this Agreement, but Employee does not. This Agreement inures to the benefit of the successors and assigns of the Employer, who are intended third party beneficiaries of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Assignments |
a8adaf7e-5eb6-4b17-bd09-9acd5eeea5a3 | Clause:
Executive agrees that he will cooperate fully with the Company and its counsel, upon their request, with respect to any potential or pending proceeding (including, but not limited to, any litigation, arbitration, regulatory proceeding, investigation or governmental action) that relates at least in part to matte... | Label: Cooperation |
e009ffe5-da38-4e54-8558-8c27740624e7 | Clause:
Payment of any sums due to the Holder under the terms of this Promissory Note shall be made in United States Dollars by check or wire transfer at the option of the Company. Payment shall be made at the address last appearing on the records of the Company as designated in writing by the Holder hereof from time ... | Label: Payments |
51bce106-2b9b-431d-b353-134e28e74be3 | Clause:
Shareholder approval for the Prior Securities was obtained on August 23, 2016. The limitations of Section I.G.7.b of Certificate of Designations will not apply to the Preferred Shares. Company will obtain an exception to any shareholder approval requirement from NYSE American or obtain shareholder approval.
Ta... | Label: Approvals |
450f2e88-8090-43ce-88dd-92b4ca9c3096 | Clause:
The Borrower shall not, and shall ensure each Subsidiary shall not, make or cause any payment to, or sell, lease, transfer or otherwise dispose of any of its Assets to, or purchase any Assets from, or enter into or make, replace, terminate or amend any transaction, contract, agreement, understanding, loan, adva... | Label: Transactions With Affiliates |
6f2eed65-9264-4fe4-85e7-041e596e61a1 | Clause:
All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 9.01 of the Amended Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Notices |
7d59f239-7856-4471-89ac-4941172c4549 | Clause:
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, including the Original Agreement, but with the exception of the ADR Agreement attached hereto as Appendix A. This Agreement m... | Label: Entire Agreements |
0d297cac-6fb1-4f32-b87b-cbd41f9ca94f | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of laws of ... | Label: Governing Laws |
5b277fb4-2440-42d0-ae34-e6dd0b0a25ac | Clause:
All notices to the ABL Claimholders, on the one hand, or the Priority Lien Representatives and/or the Priority Lien Claimholders, on the other hand, permitted or required under this Agreement shall also be sent to the ABL Agent and the Collateral Trustee, respectively. Unless otherwise specifically provided her... | Label: Notices |
3ff9c2fc-b8e2-426d-9af1-f4cb285e4006 | Clause:
If the duration of, the scope of, or any business activity covered by, any provision of this Section 7 exceeds that which is valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope, or activity that is determined to be valid and enforceable. Executive here... | Label: Modifications |
c124ee75-0ec8-4c74-8331-ef67ad3edfb9 | Clause:
The Federal Arbitration Act (the “Federal Act”), as supplemented by the Oklahoma Arbitration Act (to the extent not inconsistent with the Federal Act), shall apply to the arbitration and all procedural matters relating to the arbitration.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Applicable Laws |
717bb40b-f318-4e1b-be72-0d6a6ea394e0 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Section 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (a... | Label: Financial Statements |
a993660c-2da1-401f-b6ef-1d622e15bb4c | Clause:
Capitalized terms used but not defined in this Ninth Amendment (including in the recitals above) shall have the meanings assigned to such terms in the Partnership Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Definitions |
7944d4ae-b157-4d6e-8cc2-55dfc2fe4ddd | Clause:
If this Agreement has been terminated prior to the expiration of the Review Period in accordance with the terms of this Article III, the Parties hereto shall thereupon be relieved of all liabilities and obligations hereunder (other than those that expressly survive any termination of this Agreement), and Purcha... | Label: Terminations |
4c41f6ea-0f59-43a3-a3a5-fe948d41edb7 | Clause:
Borrower shall make and cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will exec... | Label: Taxes |
27f8c5e5-91b2-4408-9658-4558ed355283 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Notices |
be0e2376-111c-4ebd-a7ae-c577ed133a27 | Clause:
Executive will hold the office of Chief Executive Officer of the Company, the Parent (as defined below) and each of its subsidiaries (“ CEO ”). Executive will have such duties, responsibilities, functions and authority consistent with the position of chief executive officer, as may be assigned, from time to t... | Label: Duties |
e2cc5a41-a92b-4f44-9b5a-69684b50e2a8 | Clause:
This Agreement, and the obligations of the Stockholders hereunder (including, without limitation, Section 2.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur (the “ Expiration Time ”) of (a) the Effective Time, (b) the date of valid termination of the Merger ... | Label: Terminations |
38341b72-1f43-40b5-949e-71ce4979ab9f | Clause:
Except for the FCC Consent and consents to assign certain of the Station Contracts, the execution, delivery and performance by Seller of this Agreement and the Seller Ancillary Agreements and the consummation by Seller of any of the transactions contemplated hereby does not conflict with any organizational docu... | Label: No Conflicts |
9a31ca90-dccb-499d-b57f-603f53036cba | Clause:
The Plan and all rights of Participants to purchase any Shares hereunder shall terminate at the earlier of the conclusion of the last Offering Period authorized herein, or as otherwise determined by and at the discretion of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Terminations |
90cb6b67-d63e-4435-a94f-9687c64eb3c8 | Clause:
Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by the DIP Lender when an Event of Default is continuing) and... | Label: Records |
d281312d-f139-4792-907b-9c05f3901521 | Clause:
This Stock Option Agreement and the Plan set forth the entire agreement of the parties with respect to the Option granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.
Task: Classify thi... | Label: Entire Agreements |
dc37d22b-fad9-46bf-9656-7c30e72b9ced | Clause:
The Owner Trustee shall receive as compensation for its services hereunder, such fees as have been separately agreed upon between the Owner Trustee and the Servicer and specified in a separate fee agreement between such parties. Additionally, the Owner Trustee shall be entitled to be reimbursed by the Trust fo... | Label: Expenses |
abd37355-9e6c-487f-a4b3-74784c3ca6a5 | Clause:
No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with ... | Label: Compliance With Laws |
2498a532-7420-44f0-ba3b-d3d7efc66d32 | Clause:
If any provision of this Agreement shall be deemed invalid or unenforceable as written, this Agreement shall be construed, to the greatest extent possible, or modified, to the extent allowable by law, in a manner which shall render it valid and enforceable. No invalidity or unenforceability of any provision co... | Label: Enforceability |
5817fcb7-da09-4aca-92bb-a165da888ad6 | Clause:
Guarantor hereby guarantees that payments hereunder will be paid to the Buyer without set-off or counterclaim in U.S. Dollars.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Payments |
ab666e05-31a3-42e1-9b4a-9a1ef335364b | Clause:
Each party hereto agrees to use all reasonable efforts to obtain all consents and approvals and to do all other things necessary to consummate the transactions contemplated by this Agreement. The parties agree to take such further action and to deliver or cause to be delivered any additional agreements or instr... | Label: Further Assurances |
925126e2-1fc7-452e-8c9f-dd20293c085d | Clause:
The Seller has all requisite limited liability company power, authority and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement and to perform all of its obligations hereunder. Seller does not believe, nor does it have any cause or reason to believe, that it can... | Label: Authority |
ff7708fb-c34b-45b7-8c4e-1a6b62c6bb29 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED IN ACCORDANCE WITH SECTION 2.20(o).
Task: Classify this... | Label: Applicable Laws |
e66b953c-465f-4204-9669-f49d016ca4cb | Clause:
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceabl... | Label: Severability |
8972acd4-4b08-4571-ad61-f46ab190111d | Clause:
No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such stockholder... | Label: Terms |
0ed73a01-633d-4b65-8316-d4a263718cf4 | Clause:
The representations and warranties contained in this Agreement shall survive the consummation of the transactions herein indefinitely.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Warranties |
3a538483-2e3d-497e-b323-129b1893046f | Clause:
Each of Salisbury and Glycotech agrees to indemnify, defend, and hold harmless Purchaser from and against, and to reimburse Purchaser with respect to, any and all claims, demands, losses, damages, liabilities, causes of action, judgments, penalties, costs, and expenses (including attorneys’ fees and expenses an... | Label: Indemnifications |
33602788-a3d1-40c6-805d-5b2a84939c2c | Clause:
This document, together with all restrictive covenants in any and all agreements between Executive and the Company or to which Executive is a party (other than any such provisions contained in the Original Agreement) constitute the final, complete, and exclusive embodiment of the entire agreement and understand... | Label: Entire Agreements |
f984c763-5e53-44dc-9251-6eb27b065b2d | Clause:
The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, maintain proper books of record and account containing entries of all material financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries that are full, true and corre... | Label: Records |
983ca2d4-2f2d-409c-9b35-daa6910ad73a | Clause:
There is no single action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or r... | Label: Litigations |
6e1b1cf1-2de7-4d6a-8cb6-01be078c085b | Clause:
Tenant shall maintain (a) workers’ compensation insurance (with a waiver of subrogation endorsement reasonably acceptable to Landlord) and commercial general liability insurance (with contractual liability endorsement), including personal injury and property damage in the amount of One Million Dollars ($1,000,0... | Label: Insurances |
722f5774-ce57-456a-b97f-4e8d4d770be6 | Clause:
No Borrower shall change its principal place of business set forth in the introductory paragraph of this Agreement without first giving the Agent at least thirty (30) days’ prior notice. No Borrower shall change the place of its organization as set forth in Section 4.1.29 without the Approval of the Agent; prov... | Label: Organizations |
8c1bb3d6-6d81-4adf-bb9b-50f258bd9528 | Clause:
Any action taken or decision made by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation or effect of any provision of the Plan, this Agreement or a Participant’s Award Communication shall lie within its sole and absolute discretion, as t... | Label: Interpretations |
8f97a34d-a42c-48c5-8fa2-fe07e413b1a2 | Clause:
All capitalized terms used herein but not specifically defined in this Fourth Amendment shall have the meanings ascribed to such terms in the Original Lease. The term “ Lease ” where used in the Original Lease and this Fourth Amendment shall hereafter refer to the Original Lease, as amended by this Fourth Amend... | Label: Defined Terms |
b946d9f1-4633-4e64-8e95-945d0a33600f | Clause:
Tenant shall, at its sole cost and expense, procure any and all necessary permits, certificates, licenses or other authorizations required for its use of the Premises. If the owner of the Premises is required by law to join in any such application, Landlord shall cooperate fully with Tenant in connection with ... | Label: Approvals |
ccaf526e-4cdf-4914-bdfc-b41283830e21 | Clause:
Nothing in this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there may be any conflict between any provision of this Agreement and any contrary material statute, ordinance, regulation, or other rule of law pursuant to which the parties have no legal right... | Label: Severability |
a92aa613-3cf0-4181-97ec-8166ae5219a5 | Clause:
(a) Subject to Section 8(b) , the powers of the Partnership shall be exercised by or under the authority of, and the business and day-to-day affairs of the Partnership shall be managed by, the Designated Partner.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Powers |
53243a18-4a52-4bb8-9680-857cd0dc7750 | Clause:
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and each provision of this Agreement shall be enforced to the fullest extent permitted... | Label: Severability |
800128ae-7af2-4f27-a6dc-9a1c8c662598 | Clause:
This Agreement constitutes the entire agreement between the Parties, which shall not be modified except by writing signed by the Parties. Neither Party has made any representations to the other except as specifically set forth herein or in the APA.
Task: Classify this clause into ONE of these types (exactly on... | Label: Modifications |
44de08ae-938b-4f27-a392-a3f9f3f60804 | Clause:
This Amendment shall be deemed effective upon the due execution and delivery of this Amendment by each party 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: Effective Dates |
a97e5515-273d-4a41-ad37-301e1394b62b | Clause:
Any notice required hereunder shall be in writing and shall be sufficiently given if delivered or sent by reputable overnight courier, hand delivered by messenger service, or sent by certified mail return receipt requested (in each case with evidence of receipt), addressed to the Address for Notice under each p... | Label: Notices |
e9575617-6ba0-4767-adf3-fb0adfd4de27 | Clause:
This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law... | Label: Governing Laws |
6d9f2908-829b-4e0a-aa26-1454f597f461 | 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 the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $7.0 million ... | Label: Closings |
066e6959-135f-4683-8067-2d0e3e89d42f | Clause:
(a) In the event that any dividend or distribution is to be paid on any Pledged Equity Interest at a time when an Event of Default has not occurred and is continuing, such dividend, distribution or payment may, subject to the terms of the Credit Agreement, be paid directly to each Grantor. In addition, prior to... | Label: Payments |
095d7457-6975-481b-8d1f-8a4cc17fefea | Clause:
During the term of this Agreement, Executive shall have the right, on the same basis as other members of senior management of the Company, to participate in and to receive benefits under any of the Company’s employee benefit plans, insurance programs and/or indemnification agreements, as may be in effect from t... | Label: Benefits |
4969d0ab-b26e-4054-a03c-380634c5f40f | Clause:
No failure to exercise and no delay in exercising, on the part of either Borrower, the Administrative Agent or any Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any oth... | Label: No Waivers |
82e4c2dc-d401-4937-9463-2e6c6a74bf13 | Clause:
Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, legal representatives, and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Binding Effects |
9b923483-7f27-436e-9fb9-6c89840bd172 | Clause:
The Borrower hereby indemnifies each of the Lenders against any loss or expense (including, without limitation, any foreign exchange costs and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits fro... | Label: Indemnity |
6c10c18d-c0af-4aad-b0d6-05fde24238a4 | Clause:
This Agreement and the other Loan Documents to which any of the Borrower or any Guarantor is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reor... | Label: Enforceability |
383b964e-af12-4c4c-8b20-766f13253b84 | Clause:
The term of this Lease (the “ Term ”) shall be for the period which commences on the date (the “ Commencement Date ”) upon which Tenant has substantially completed the tenant improvement work in accordance with Exhibit D attached hereto, estimated to be on or about October 1, 2014 (the “ Target Commencement Dat... | Label: Terms |
9472e5b4-3c75-4691-aff3-1ee5d0bcc80f | Clause:
This Plan is adopted, and is effective, as of the first day of the Company’s 2017 fiscal year and will be effective for the 2017 Plan year (which coincides with Progressive’s 2017 fiscal year, except that investment returns are calculated on a calendar year basis).
Task: Classify this clause into ONE of these ... | Label: Effective Dates |
1e584f79-9051-4a65-81ab-37522590dfba | Clause:
Employee shall be required to devote his full energy, skill and best efforts as required to the furtherance of his managerial duties with the Company as the Company's Vice President. While serving in such capacities, Employee shall have the responsibilities, duties, obligations, rights, benefits and requisite a... | Label: Positions |
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