id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
12b33780-f2fb-46dd-8e80-5a1163e6736d | Clause:
The failure of either party to enforce or to require timely compliance with any term or provision of this Agreement shall not be deemed to be a waiver or relinquishment of rights or obligations arising hereunder, nor shall this failure preclude the enforcement of any term or provision or avoid the liability for... | Label: Waivers |
e542be0a-222e-418a-a9e1-c704dfd01814 | Clause:
Subject to Section 7.02(a ) and Section 7.05 , whether or not the transactions contemplated hereby are consummated and whether or not the Closing takes place, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such exp... | Label: Expenses |
b9c130fd-a814-443b-b4fb-2e1d8b513364 | Clause:
In addition to any amounts otherwise payable by Recipient pursuant to this Agreement, Recipient shall pay, be responsible, and promptly reimburse Provider, for any sales, use, value added, goods and services, excise, transfer, recording or similar taxes, including any interest, penalties or additional amounts i... | Label: Taxes |
ef4357f3-4811-487e-a094-2dd7e161c3de | Clause:
Company and Employee understand and agree that this Agreement shall constitute the entire agreement between them regarding the subject matter contained herein, and that all prior understandings or agreements regarding these matters are hereby superseded and replaced, including, without limitation, the Key-Empl... | Label: Entire Agreements |
8452546d-68d1-4631-a043-ebb9744c7b40 | Clause:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as pr... | Label: Severability |
407f2aba-d38c-4c70-86ac-91e8df72e075 | Clause:
Each of the Loan Parties is Solvent and, after the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby, will be Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Solvency |
7f1bce92-f1e8-4eae-a7f9-3b9061f31851 | Clause:
You hereby consent and agree that state courts located in Harris County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Options or this Agr... | Label: Venues |
8f5efdc7-259a-4dc5-9645-5ea20d7a2039 | Clause:
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of California, without regard to its ... | Label: Governing Laws |
c807b7e1-fb19-41a7-9da8-49788558eebc | Clause:
In consideration of your employment with the Company, its promise to arbitrate all employment - related disputes, and your receipt of the compensation, pay raises and other benefits paid to you by the Company, at present and in the future, you agree that any and all controversies, claims, or disputes with anyon... | Label: Arbitration |
41331ad9-6599-448d-b6e9-266586b1359b | Clause:
Your entitlement to the payments described in this Section 5 (other than the Accrued Obligations) is expressly contingent upon you (or, in the event of your death, your beneficiaries) first providing the Company with a signed general release of claims on the Company’s then-current form (the “Release”) and not r... | Label: Releases |
5508c64d-4cce-4097-945a-89717527c406 | Clause:
This Agreement and each of the Ancillary Agreements to which Licensee and Parent are (or will be) a party, when executed and delivered by the parties thereto, constitutes (or will constitute) a valid and legally binding obligation of Licensee and Parent, enforceable against Licensee and Parent in accordance wit... | Label: Binding Effects |
6b139f04-1eef-4549-9f3c-0e4bb66a5875 | Clause:
Each Borrowing shall be made pursuant to a Notice of Borrowing or other written notice acceptable to the Administrative Agent specifying the information required herein (or by telephone notice promptly confirmed in writing by a Notice of Borrowing or, at the discretion of the Administrative Agent, by any other ... | Label: Notices |
5b01c280-3643-4b2e-91f9-2ef83749c6de | Clause:
Executive shall be entitled to four (4) weeks of paid vacation per year. The Executive shall use her vacation in the calendar year in which it is accrued.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Vacations |
6dd3cf44-289f-4159-a82f-48b6742b19a6 | Clause:
This Agreement, including the introductory recitals on page 1 hereof, constitutes the entire Agreement, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (ex... | Label: Entire Agreements |
b2926d30-e5ea-4e2d-8b2f-1c261a23c322 | Clause:
The Debtor shall not create, incur, assume or permit to exist any Lien (defined in Annex A ) on or with respect to any property of the estate (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Schedule 3.5 securing the Ind... | Label: Liens |
360a5959-75a3-47cf-8ed7-ca4c91d72825 | Clause:
This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided , however , that Guarantor may not, without the prior written consent of Purchaser, assign any of its rights, powers, duties or obligations hereunder. I... | Label: Assignments |
2968d21b-8c87-42d2-904f-9d024d2250ce | Clause:
The Borrowers shall provide prompt written notice to Lender if at any time the Credit Parties fail to comply with any of the covenants in Section 11 herein. In addition, the Borrowers shall, within such period of time as Lender may reasonably specify, deliver to Lender such other schedules and reports as Lender... | Label: Notices |
2daca8e6-fb64-4527-a7b7-841e03f5e560 | Clause:
The Company shall (a) by 8:30 a.m. (New York City time) on the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time require... | Label: Publicity |
2a4dcf85-6bcc-4b7d-bcb6-f071b52a4d46 | Clause:
Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Holder, money damages may be inadequate and Purchaser may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any o... | Label: Specific Performance |
48bf1de2-c334-4c3f-8add-914ec901b04c | Clause:
All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail. T... | Label: Notices |
61ce6946-7b19-4882-8334-964bbcac8f89 | Clause:
Subject to Section 6.05 , this Agreement will survive the Initial Closing so long as any Series B Preferred Shares are outstanding.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Survival |
34d57b06-d2b7-4d0c-a82d-7432d6dacbf9 | Clause:
This Agreement and the other Loan Documents represent the agreement of the Borrowers, the Guarantor, the Administrative Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any S... | Label: Integration |
ea4b484b-31ee-422d-a5ce-a21cbaca0e66 | Clause:
No insurance policies of Seller are to be transferred to Purchaser, and no apportionment of the premiums therefor shall be made. Purchaser acknowledges that it shall be responsible for securing its own insurance for the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Insurances |
322f2260-b009-448c-b6f8-c82321822a63 | Clause:
In the event any provision of this Plan shall be held illegal or invalid, or would serve to invalidate this Plan, that provision shall be deemed to be null and void, and this Plan shall be construed as if it did not contain that provision.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Severability |
2d68327d-da84-41fd-a83b-f8e5a4547d11 | Clause:
This Agreement may be executed in one or more counterparts, and on telecopied or other electronically transmitted counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. In the event that any signature is d... | Label: Counterparts |
2c2fc1ee-cf73-49df-a3a8-55a31611b5bd | Clause:
All payments to be made by the Company will be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Company ... | Label: General |
2a7284c1-b2f7-4fa4-b67c-e95ebc2751d5 | Clause:
For purposes of the Loan Agreement, the initial notice address of each Incremental Lender shall be as set forth below its signature hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Notices |
f1227f5b-61c0-4f8c-b44c-0333dfb86536 | Clause:
(a) Seller agrees to indemnify and hold Custodian and its affiliates, directors, officers, agents, employees, and representatives harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, of any kind or nature whatsoever, including reasonable attorneys’... | Label: Indemnifications |
ab67af6b-cfdf-49e5-85bb-a9473dec2c42 | Clause:
The Borrower and its Subsidiaries shall not, directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person in any manner that will res... | Label: Sanctions |
804248cd-6b87-4c41-8943-196c0fe86815 | Clause:
If the Buyer is an entity, it is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. If the Buyer is an individual, he or she is at least the greater of (a) eighteen (18) years o... | Label: Organizations |
afea76f3-6ae1-4cad-af15-81ecc36c30ff | Clause:
A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and the Borrowers shall not be required to pay, such Lender's portion of the Unused Commitment Fee during the time such Lender is a Non-Funding Lender pursuan... | Label: Fees |
d7ad6d98-dd2b-4c85-a2b7-0d75d4ff683a | Clause:
Contractor agrees that all data and information about the Company’s business, legal affairs, plans, finances, plants, equipment, processes and methods of operation disclosed to, acquired by or developed by Contractor during performance of the work hereunder is and shall remain the exclusive property of the Comp... | Label: Confidentiality |
166fbce5-a2db-43b2-88cc-dffa1fdcb14a | Clause:
This Release may be amended only upon a written agreement executed by the Covered Executive, the Company and the Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Amendments |
438adcfb-31f2-417f-8cee-8d17c814f67c | Clause:
The total number of authorized Common Units consists of an unlimited number of authorized Common Units. The ownership by a Unitholder of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.
Ta... | Label: Capitalization |
91d607df-15c7-4849-a7f1-bfe206e3e6e2 | Clause:
Each Company shall pay on demand all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by the Collateral Agent or Secured Parties in connection with custody, preservation or sale of, or other realization on, any of the Collateral or the enforcement or attempt to enforce a... | Label: Expenses |
5566ad88-34da-43c4-ad03-ad0c3523f7ef | Clause:
All of the outstanding Membership Interests of the Company are held by Seller, free and clear of any lien, claim or encumbrance, other than liens, claims or encumbrances which will be discharged or released either prior to, or simultaneously with, the Closing (“ Permitted Liens ”). All of the issued and outstan... | Label: Capitalization |
0a68f567-6403-4bf2-b289-93068b2ff52d | Clause:
This Agreement represents an amendment and restatement of the Existing Credit Agreement. Any indebtedness under the Existing Credit Agreement continues under this Agreement, and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof.
Task: Classify this clause... | Label: Amendments |
9b0915d6-3bf5-4784-92bc-8510296ac830 | Clause:
This Agreement, together with the other documents referenced herein, reflects the complete agreement between the parties regarding the subject matter identified herein and shall supersede all other previous agreements, either oral or written, between the parties. The parties stipulate that neither of them, nor ... | Label: Entire Agreements |
6a26cd07-5f9c-46df-a685-47663e426d39 | Clause:
Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) the Subordinated Creditor has the legal capacity and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and nece... | Label: Representations |
e8a24795-f381-4885-ada9-2de6723c1197 | Clause:
All deliveries and distributions of shares of Stock under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied throu... | Label: Withholdings |
57937625-e35c-4d66-b4b4-672e0853a9ea | Clause:
As and to the extent provided in Section 10.5 of the Credit Agreement, the Loan Parties agree to reimburse the Agent for its reasonable out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Choate, Hall & Stewart LLP, counsel for the Agent... | Label: Expenses |
93422688-fc77-4796-a7b7-d86b6789e062 | Clause:
The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have good and marketable title to all personal property, owned by them which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all liens, encumbrances and defect... | Label: Titles |
1cd68a91-f831-4bba-b6a8-0817aa90ed6a | Clause:
(a) The Borrowers will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, for working capital purposes, for capital expenditures, for the Transactions, for Permitted Busine... | Label: Use Of Proceeds |
855b2bb5-5137-4c06-8dcc-6681c41b7199 | Clause:
For twelve (12) months after the Closing Date, (a) neither Buyer nor any Seller shall dispose of or destroy any of the business records and files of the Business and (b) Buyer and Sellers (including, for clarity, any trust established under a Chapter 11 plan of Sellers or any other successors of Sellers) shall ... | Label: Records |
a14dea2c-f829-4981-83bd-14f20a7420f2 | Clause:
Notices : each notice of grant of Security Agreement: each trademark security interest in trademarks, notice of grant of agreement , patent security interest in patents and notice of grant of agreement and copyright security interest in copyrights , agreement substantially in the forms attached as exhibits to t... | Label: Intellectual Property |
10ff6aea-0cef-48c4-a641-425af54b6ec1 | Clause:
All statements and information made or revealed during the FTP are confidential, and neither the employee nor the Company may reveal any such statements or information, except on a “need to know” basis or a permitted or required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Confidentiality |
aa6cf990-ad0a-430b-8601-133718b242de | Clause:
In the event of your Qualifying Termination, you shall have no less than ninety (90) days from the termination date to exercise any exercisable portion of the Equity Award (i.e., the option) that vested on or prior to the termination date. Unless otherwise approved in writing by the Board of Directors or its d... | Label: Payments |
c1edcab2-d6c8-481a-bcf6-aa9e1b9bdc5f | Clause:
All expenses incurred in connection with each registration, including without limitation all registration and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, costs associated with clearing the Registrable Securities for sale under applicable state securi... | Label: Expenses |
95aa7c4c-5258-4364-a257-c2108bd2d159 | Clause:
Neither execution nor delivery of this Agreement nor fulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, any agreement or instrument to which Guarantor is a party or by which Guarantor may be bo... | Label: No Conflicts |
28488644-0d36-42d4-9d04-7eb00b39601f | Clause:
You and the Company agree that: (a) this Agreement contains the entire agreement between the Released Parties, the Company and You; and (b) that neither Company, any other Released Party, nor You has made any other representations except those set forth in this Agreement to induce the other parties to agree to ... | Label: Entire Agreements |
ce117b04-effe-4ed8-ac77-491eae596ce0 | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt, (b) if sent by nationally recognized overnig... | Label: Notices |
298b091c-6600-44bb-ab4d-dddb3a21e79d | Clause:
It has, and at all times during the term of this Agreement will have, all requisite corporate power and authority to own its properties, to conduct its business, to execute and deliver this Agreement and all documents and transactions contemplated hereunder and to perform all of its obligations under this Agree... | Label: Powers |
c7decc55-5666-4a9d-890d-30ddf24fc989 | Clause:
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired hereby and the parties will attempt to agree upon a valid and enforceable provision that ... | Label: Severability |
381c8194-1342-424b-a966-2bc9d7cdb2d8 | Clause:
Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 20 ( Confidential Information ) of the MLS Intercreditor Agreement as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Confidentiality |
9a799a06-1d92-4268-bb33-62bcb40d1fcd | Clause:
This Agreement is to be interpreted, construed, and applied in accordance with the law of the State of Michigan without regard to any choice of law rules under Michigan law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Applicable Laws |
92c218ca-ac21-455a-89f6-c227a088a3cd | Clause:
The Borrower shall pay, prior to delinquency, all material amounts of Taxes imposed upon it or any of its properties or assets for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, except where (a) it is being contested in good faith and for wh... | Label: Taxes |
d22447e2-8ea2-4700-972e-5d428a74341d | Clause:
This Amendment may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Counterparts |
df9d9162-f2c4-4b48-8b56-038ebe732e53 | Clause:
This Security Agreement may not be amended, modified or waived except with the written consent of each Grantor and the Collateral Agent (acting pursuant to and in accordance with the terms of Section 10.08 of the Credit Agreement). Any amendment, modification or supplement of or to any provision of this Securit... | Label: Amendments |
b9ae43a6-18fe-49f0-966f-ac76d7fbe6fd | Clause:
Each Purchaser shall indemnify and hold harmless the Agent (but solely in its capacity as Agent) and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller or Servicer and without limiting the obligation of the Seller or Servicer to do so), ratably in accordan... | Label: Indemnifications |
269a56eb-6c41-4136-bead-372fed9dfba9 | Clause:
The closing of the purchase and sale of the Offered Property shall be held at the principal office of the Company in the State of California. The Non-Implementing Member shall have the thirty (30)-day period following the delivery of the Forced Sale Notice to conduct its due diligence review and analysis with r... | Label: Closings |
7ddddee8-c679-4967-91ff-b909777cda6e | Clause:
Each Loan Party owns, or holds licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of the business of the Loan Parties, taken as a whole, as currently conducted, except where the failure to do so, in the aggregate, would not result in a Ma... | Label: Intellectual Property |
ab52565e-1b30-4889-bf12-307afd7f1cd8 | Clause:
Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including, without limitation, Environmental Laws, ERISA, all terms and conditions of all Broadcast Licenses and applicable Communications Laws, app... | Label: Compliance With Laws |
12fca77c-9290-4f5b-8800-668a33eb682b | Clause:
Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of shares of Stock. Such payment shall be made by deduction from other compensation ... | Label: Tax Withholdings |
668de7b9-aea0-4a5b-b6ad-30a4822d5e59 | Clause:
If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Task: Classify this c... | Label: Severability |
d47a6f0a-2ddf-4c13-814c-6a22a5389d0e | Clause:
Except as otherwise contemplated by the Transaction Agreement, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Holdco (whether by operation of law, merger or otherwise) without the prior written consent of Holder. Subject to Section 1(B)(iii), this Agreement... | Label: Assignments |
9e8865bf-13aa-4848-a660-c104b36db2f6 | Clause:
Employee shall use his best efforts to facilitate a smooth transition of Employee’s role to Employee’s successor and shall perform special projects as assigned by the Chief Executive Officer of the Company, e.g. , customer relations and projects related to hospitals, partners and the healthcare industry.
Task:... | Label: Duties |
3446833f-0be7-400b-b4e3-9f3ac50dbc89 | Clause:
Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Lender may have, by operation of law or otherwise. Recourse to the Collateral shall not be required.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Remedies |
a944b934-8846-4d92-80b5-832adaed7b42 | Clause:
If an Event of Default shall occur and be continuing, the Collateral Agent may exercise, in addition to all other rights and remedies granted to them in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured part... | Label: Remedies |
2f1778ab-57b4-46c8-975e-b0b6a27b36bf | Clause:
The protection of confidential information and trade secrets is essential for Global Eagle Entertainment, Inc. (the “Company”), its subsidiaries from time to time (collectively with the Company, the “Company Group”) and employees’ future security. Notwithstanding this Section 1 or anything else to the contrary ... | Label: Confidentiality |
081056a5-9023-440f-ad43-7134299fa1e3 | Clause:
Except for Landlord’s gross negligence, willful misconduct, or breach of this Lease, Tenant shall indemnify, protect, defend and hold harmless the Premises, Building, Landlord and its agents and representatives, partners and lenders, from and against any and all claims, loss of rents and/or damages, costs, lien... | Label: Indemnity |
41a2d87a-2d11-40ef-9288-eddf51d29bb5 | Clause:
The Borrower and its Subsidiaries have conducted their businesses in material compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws in all material respects.
Task: Classify this clause into ONE of the... | Label: Anti-Corruption Laws |
191100b5-250e-4c2f-8849-d335af1b048b | Clause:
This Assignment shall be binding upon and inure to the benefit of Assignors, Assignee and their respective 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, Assignme... | Label: Binding Effects |
74702d8e-bb8b-4b73-9918-376fab50a337 | Clause:
The Financing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b... | Label: No Conflicts |
d6b63394-19d2-41d3-a303-3882551a6df4 | Clause:
If, in connection with any agreement related to a transaction that will result in a Change of Control, an undertaking is made to provide the Board with rights to indemnification from the Company (or from any other party to such agreement), the Employee will, by virtue of this Agreement, be entitled to the same ... | Label: Indemnifications |
63cdb279-9876-4055-b47b-e2a924931a0f | Clause:
Any notice which a Participant files pursuant to the Plan shall be made on forms prescribed by the Committee and shall be effective only when received by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Notices |
1c2bda51-cf13-4a9d-a86b-0921260c5c05 | Clause:
No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privileges, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privil... | Label: Waivers |
68ba1f28-6406-4df5-bda0-170f2216d0ce | Clause:
No failure by any Lender, any L/C Issuer, the Collateral Agent or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of a... | Label: Enforcements |
612c0e20-9eff-4c15-a0cb-21f5d4d548b4 | Clause:
BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN DIEGO COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT F... | Label: Submission To Jurisdiction |
28e0cb1b-40f9-40ba-8a4a-7a606e6072c3 | Clause:
As of the Closing Date, after giving effect to the Loans made on such date and the payment of all costs and expenses in connection therewith, the Borrower and the Guarantors, taken as a whole, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Solvency |
a3e36c87-1e87-416c-91fb-dd9f339a775f | Clause:
A lump sum payment of all salary and accrued vacation earned through the Termination Date.
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: Vacations |
cda443fb-1668-4391-91f0-f1be587fae11 | Clause:
Each of ONI, OrLeaf, the Company, and the Subject Companies has the necessary power and authority to enter into the Transaction Documents that are being executed in connection with the Closing and to which it is party, to perform its obligations thereunder and to consummate the transactions contemplated therein... | Label: Authority |
283d97a5-e6dd-48c8-97db-7fe6e3aac5dd | Clause:
The Company will not be required to issue or deliver any shares of Stock or any certificate or certificates for shares of Stock with respect to the Participant’s RSUs until such shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange on which outstanding sh... | Label: Compliance With Laws |
cf5ab7d6-fc76-4bf4-8bdb-9903ad232226 | Clause:
The representations and warranties made in this Agreement by Seller and Company shall be continuing and shall be deemed remade as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to such Seller's right to update such representations and warranties by written notic... | Label: Survival |
f581a3c9-99fe-4160-84a1-2a64756a842e | Clause:
All notices, statements, requests and demands and other communications given to or made upon the Companies, Prudential or the Purchasers in accordance with the provisions of this Agreement shall be given or made in the manner as provided in paragraph 11K of the Shelf Agreement.
Task: Classify this clause into ... | Label: Notices |
40588934-f6ea-4b78-a552-ebd05439ccc1 | Clause:
Licensee shall not use CareFusion’s, or any of its affiliates’, names, or refer to it or any of them directly or indirectly in any papers, articles, advertisements, marketing materials, sales presentations or press releases, without the prior written approval of CareFusion.
Task: Classify this clause into ONE ... | Label: Publicity |
7c4c7cc2-ae2b-45d2-b90f-180d67b24860 | Clause:
The parties to each assignment (other than any assignment consummated in reliance on Section 10.07(k)) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion,... | Label: Assignments |
1bdbc457-2f6f-4208-a302-ab4a81dad11b | Clause:
This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
994f23da-4c2b-4c21-9231-880d87f91d68 | Clause:
In order to receive Compensation Membership Interests, the Lender shall not be required to make any payments, whether in cash or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Payments |
251d1307-ff54-41e4-afc8-3b536c6450da | Clause:
This Agreement may be executed in any number of original or facsimile counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Any such counterpart may be delivered by facsimile, “pdf” or other form of electronic... | Label: Counterparts |
e9cf9431-7f04-43e8-a1cd-c67b294caaff | Clause:
(a) Unless previously terminated, the Commitments for a Class of Loans will terminate on the Maturity Date for such Class of Loans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Terminations |
ec11461c-6cc0-4314-bd89-3aee05036df7 | Clause:
This Agreement may be executed counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Counterparts |
e3ed6145-a5f4-491f-b092-5aae6d0d68e4 | Clause:
Except with respect to mandatory pre-payments as set forth below, not payments shall be due from the Issuance Date through the Early Maturity Date. If the Borrower has elected the Extended Maturity Date and paid the Extension Fee and issued the Extension Warrants on or before the Early Maturity Date, then the B... | Label: Interests |
a8e002de-a119-4e28-87e3-efc96fbc17fa | Clause:
No failure on the part of the Administrative Agent or any Lender to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Administrative Agent or any Lender of any ri... | Label: No Waivers |
186fd757-b91e-473c-9721-e5af36729427 | Clause:
(a) Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund i... | Label: Use Of Proceeds |
23d7326c-8f9f-4e13-a8b9-74fd3c765aef | Clause:
The Company hereby agrees to continue to employ Executive from and after the Effective Date, and Executive hereby agrees to such continued employment, on the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Employment |
84dbeb3b-a1bf-404a-9186-46e801df59b4 | Clause:
The Company and Virtu acknowledge and agree that the Non-Competition covenants set forth in Section 8(c) of your Employment Agreement will be null and void as of your Separation Date and will not be enforced against you following the Separation Date.
Task: Classify this clause into ONE of these types (exactly ... | Label: Waivers |
2dc42dd7-1ad9-4473-b548-e7e9d90e7956 | Clause:
This Agreement constitutes the entire understanding of the parties, supersedes all prior oral or written agreements on the subject matter of this Agreement and cannot be modified except by a writing signed by all parties, provided , however , nothing in this Agreement shall supersede or affect Employee’s rights... | Label: Entire Agreements |
9e415de6-e266-4329-ab12-c226cd2d94c4 | Clause:
The Company may terminate this Agreement at any time by written notice to the Investor, except while the Investor holds any of the Put Shares or Commitment Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sel... | Label: Terminations |
154fc653-6f37-4609-b516-b8d1d0aed2cc | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, CONTROVERSY OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE PARTIES HERETO ARISING OUT OF OR RELATING IN ANY WAY TO THE EMPLOYMENT OF CZEREPAK OR TERMINATION THEREOF OR FOR ANY COUNTERCLAIM T... | Label: Waiver Of Jury Trials |
c6209f15-5fe2-403c-8140-d569b99c7f4c | Clause:
This Agreement, and all claims arising in whole or in part out of, related to, based upon, or in connection herewith or the subject matter hereof or the transactions contemplated hereby will be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any... | Label: Applicable Laws |
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