id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
65b634dc-b41a-4acb-84fe-83f2d7c78a21 | Clause:
This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one and the same Amendment. Faxed or electronically reproduced signatures shall have the same binding effect as original signatures, and a faxed or an electronically forwarded in pdf or... | Label: Counterparts |
42ae33b0-6f49-4280-a7e2-48a027b3f127 | Clause:
The loan shall be subject to any origination fees charged by the Trustee and approved by the Committee. No loan application shall be approved unless it is accompanied by any required origination fee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Fees |
80628da9-4d61-4190-bb2d-3e4e139afdc4 | Clause:
This Third Amendment may be executed in two (2) or more counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Facsimile signatures and electronically scanned signatures shall be deemed origina... | Label: Counterparts |
41ef0d5a-fcaa-4c27-8f40-8e35b3b2a9a3 | Clause:
The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4 . All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in ... | Label: Capitalization |
0a137576-ab10-469e-b253-86688312e007 | Clause:
The parties shall execute such additional documents and do such other acts as may be reasonably required to carry out the intent of this Agreement. Without limitation, Seller shall make available resolutions, certificates of existence, by-laws, operating agreements, and such other documents as may be required t... | Label: Further Assurances |
b5994967-2013-4b04-b715-0981411eb5d2 | Clause:
The principal amount of the Loan evidenced hereby, together with any accrued and unpaid interest, and any and all the Obligations, including unpaid costs, fees and expenses accrued, such as Lender’s Expenses, shall be due and payable on August 25, 2021 (the “ Maturity Date ”).
Task: Classify this clause into O... | Label: Interests |
e16a52b2-48e4-44e3-b7c6-07b21bc5739c | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a $3,500 processing and recordation fee; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case... | Label: Assignments |
08a90bc0-c6e4-4a4a-b60e-3a67665e0bee | Clause:
The Amendment Transactions (i) do not require any authorization, approval or consent of, or notice to or filing with, any governmental or regulatory authority or any other Person, (ii) do not and will not violate or conflict with any provision of law, (iii) do not and will not contravene or conflict with any pr... | Label: No Conflicts |
38ce6e9f-8491-4cfa-a1e7-19e4ab0bcb0e | Clause:
THIS SUBSIDIARY BORROWER AGREEMENT 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 Laws, Applicable Laws, Approvals, Arbitratio... | Label: Governing Laws |
2f08535a-8547-4359-8ed3-44ac598370f2 | Clause:
(a) The Borrower and its subsidiaries, on a Consolidated basis, are Solvent after giving effect to the Spinco Distribution and the Spinco Special Cash Payment (but prior to the Spinco Acquisition), and (b) Holdings and the Subsidiaries, on a Consolidated basis, are Solvent immediately after the consummation of ... | Label: Solvency |
384c3ac9-6b38-4341-88a8-58279a719f2e | Clause:
(a) Except as contemplated in Section 13.6 or elsewhere herein, if any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or pr... | Label: Adjustments |
1d3c852f-a8ca-4414-9f77-151e20700340 | Clause:
This Agreement may be executed in two or more counterparts, and by each of the Parties in separate counterparts, all of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement ... | Label: Counterparts |
ab41b082-c011-47a9-a3de-3820ca74a04f | Clause:
You agree to keep secret and retain in strictest confidence, and shall not use for the benefit of yourself or others or disclose to others, any confidential and proprietary information of the Company, including but not limited to information and materials relating to the internal operations of the Company, its ... | Label: Confidentiality |
4f6319e3-e133-4876-8317-f0dec7c81075 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
8b2f7573-c437-4138-a2b6-02f74530daa9 | Clause:
THIS WRITTEN LOAN AGREEMENT AND OTHER SECURITY DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement can be amended on... | Label: Entire Agreements |
6a5c4f4d-84f1-4dda-b35b-1b215901db3d | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be deemed to be duplicate originals.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Counterparts |
8f65f3d0-15b0-4d98-9da9-741a730857bd | Clause:
A condition such that the Participant by reason of physical or mental disability becomes unable to perform Participant’s normal duties for more than one-hundred eighty (180) days in the aggregate (excluding infrequent or temporary absence due to ordinary transitory illness) during any twelve (12)-month period.
... | Label: Disability |
5abb1411-a0f4-4130-807a-d5710abeadb6 | Clause:
There is no corporation, general partnership limited partnership, joint venture, association, trust or other entity or organization that Munzee directly or indirectly controls or in which Munzee directly or indirectly owns any equity or other interest.
Task: Classify this clause into ONE of these types (exactl... | Label: Subsidiaries |
363863d3-edbe-422b-b5d2-094fd8eba33e | Clause:
Each of Company’s Subsidiaries that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X is reflected in its Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Subsidiaries |
ed257e3f-5ac1-4726-927e-cb16a0e0739c | Clause:
Either: (a) create or acquire any Subsidiary; (b) enter into any partnership, joint venture or similar arrangement; or (c) dispose of any Equity Interests of any Subsidiary; provided , however so long as no Default or Event of Default shall have occurred or would result therefrom and subject to the satisfaction... | Label: Subsidiaries |
0ace3c71-0965-4b1c-9d7d-985ea8c6f0b0 | Clause:
Form any Subsidiary unless (i) such Subsidiary expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the Obligations, and grants to Agent a lien on substantially all of its assets as security for the Obligations, and (ii) GSO shall have received all documents, including le... | Label: Subsidiaries |
047ecb06-6cc2-45ac-8ec0-67535b45fd11 | Clause:
Any notices, deliveries or other actions required or permitted to be given, made or taken by the Company or any Holder hereunder on a particular day may be effected on the next succeeding Business Day with the same force and effect as if effected on the particular day. All notices referred to herein shall be in... | Label: Notices |
4f45927e-6feb-4e8b-baec-9aa417eba1e0 | Clause:
This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than unasserted contingent indemnification amounts) and (ii) the Maturity Date, (b) be bi... | Label: Assignments |
5834ce0a-d5df-43ef-9b64-d62e15f8f5de | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Waiver Of Jury Trials |
45c9f602-476a-4805-a6bd-8263b5a1b213 | Clause:
The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Headings |
aa216ff4-b60a-49a4-84f2-b658a4c2e769 | Clause:
The Noteholder shall keep any terms of or information regarding the Amendment, this Agreement, the Amended Note and the transactions contemplated herein and therein that are not already publicly available confidential until the earlier to occur of (i) the 8-K Filing Time (as defined below) and (ii) the terminat... | Label: Confidentiality |
8de99390-d855-4f8b-9589-58ae24c947d2 | Clause:
As of the Agreement Date, the authorized, issued and outstanding shares of Capital Stock of Borrower are as set forth on Schedule II hereto. As of the Closing Date, taking into account all issuances of Capital Stock pursuant to the Share Purchase Agreement, the authorized, issued and outstanding shares of Capit... | Label: Capitalization |
bb69b5dd-0268-4b3e-9459-859fd9d7e557 | Clause:
This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of California without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
0c7da20d-8c85-417a-89b4-f3488fd73bb3 | Clause:
The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lenders from and against any and all claims, demands, liabilities, damages, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated cost... | Label: Indemnity |
eb1b0d53-e722-4b2c-b33c-201c6e9f4f8b | Clause:
Notices and all other communications contemplated by this Agreement 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 Executive, mailed notices shall be addre... | Label: General |
25d612a9-9731-4dc7-a4f8-d371b249373e | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the ... | Label: Survival |
41947a83-40a0-49c6-bfef-8f55b4bb9b48 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
7546af6c-ba0f-4fa0-9214-bdf9887f4c1e | Clause:
This Agreement, taken together with the Disclosure Schedules and the referenced documents herein which comprise the Transaction Agreements, (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the transactions contemp... | Label: Entire Agreements |
95e17887-6af7-4446-8387-e22d3177d77c | Clause:
Section 4(a) of the Employment Agreement is hereby amended by deleting the reference to “$16,250 ($390,000)” and inserting “Eighteen Thousand Seven Hundred and Fifty Dollars ($18,750) (Four Hundred Fifty Thousand Dollars ($450,000) on an annualized basis)” in its place.
Task: Classify this clause into ONE of t... | Label: Base Salary |
b4997ebc-4279-4651-b67d-8a6c5d6a370d | Clause:
The number and kind of shares of Stock covered by the Award are subject to adjustment pursuant to the allowances set forth in the Plan in order to prevent dilution or expansion of the Grantee’s rights under the Award as a result of events such as stock dividends, stock splits or other changes in the capital str... | Label: Adjustments |
eef621eb-2907-4564-a5fd-312f17bbd1f3 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower ... | Label: Participations |
686e7378-a77c-4c5a-940e-26634e12f39e | Clause:
Schedule 3.15 sets forth a true, complete and correct description of all insurance maintained by or on behalf of the Parent or any Loan Party as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums in respect of such insurance have been paid. The Parent and ... | Label: Insurances |
f6736f85-e009-43e0-a070-9bf81e566953 | Clause:
No provisions of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Chairman and by an authorized officer of the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of th... | Label: Waivers |
49152ee0-d4d3-4d45-aa3b-1bff2b7c8fb8 | Clause:
GSIS and Nominee acknowledge that they will be obtaining access to certain confidential information concerning the Company and its plans and affairs, including, but not limited to, business methods, systems, scheduling, financial data, intellectual property and strategic plans which are unique assets (“ Confide... | Label: Confidentiality |
856d0230-c7a8-481d-a725-13212ace362d | Clause:
Each notice relating to this Agreement shall be in writing and shall be sufficiently given if delivered by registered or certified mail, or by a nationally recognized overnight delivery service, with postage or charges prepaid, to the address hereinafter provided in this Section 12 . Any such notice or communic... | Label: Notices |
41552f9c-836f-4e5c-882a-7c2d11c6112b | Clause:
The Term may be terminated by (a) the Company or Executive, for any reason or no reason at all, upon 90 days’ prior written notice to the other party; (b) mutual agreement of the parties; or (c) either party upon material breach by the other party of any term of this Agreement. This Agreement will automaticall... | Label: Terms |
d8fd6a92-0452-4509-84f9-1eea390500a7 | Clause:
I understand and agree that, in the event there is any dispute or claim arising out of or relating to this Agreement or the release of claims set forth in Paragraph 1 of this Agreement (the “Release”), my employment by the Company, my promises or duties owed to the Company or the Company’s promises or duties ow... | Label: Arbitration |
e4f0c012-9d0d-4820-87d7-fff9c716315c | Clause:
This Agreement, and the documents delivered pursuant hereto, if any, set forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, induceme... | Label: Entire Agreements |
92e9b13e-b04e-4e77-abe5-42e83a7ea981 | Clause:
During the Employee’s employment with Employer and/or Standex and/or its subsidiaries, the Employer, Employee, or the Employer and Employee jointly, may create, develop or reduce to practice inventions, discoveries, improvements, methods, designs, processes, works of authorship, know-how, show-how, formulas or ... | Label: Intellectual Property |
15ce4cfc-e377-4a34-8892-ca8f57b9df10 | Clause:
Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to UCP, Inc.,... | Label: Notices |
e77d2e60-6fba-4963-b7c8-94c0f23bfbbc | Clause:
Schedule I contains an accurate list of all of the Subsidiaries of the Company existing as of the Closing Date, setting forth their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Company or other Subsidiaries. All of the issued and outstanding shares ... | Label: Subsidiaries |
05d75d72-7395-4628-931a-836d5f4efc63 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEOR... | Label: Waiver Of Jury Trials |
69dfc5e9-51fa-44ca-8f1e-ce3e1d98a697 | Clause:
Except to the extent that any of the following would not reasonably be expected to have, individually or in the aggregate, a Servicer Material Adverse Effect, the Servicer and its Subsidiaries are in compliance with all requirements of Applicable Law relating to its Credit Card business and neither Servicer nor... | Label: Compliance With Laws |
a34eeb12-e01e-4d7c-9e70-f9ff1ee8b369 | 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 $____ (the “Pu... | Label: Closings |
902b0407-5c21-4bf7-81d6-d02fbf39e674 | Clause:
The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Headings |
32d67427-3f1f-4cc3-b385-d9abd2d89507 | Clause:
The Company, the Seller, and Orlando Taddeo haveall requisite capacity, power and authority to execute and deliver this Agreement and the Seller Ancillary Documents to which such Person is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and the... | Label: Authority |
9d0bba08-34fd-4d8d-b246-0d3c28bb632d | Clause:
This Agreement and its interpretation and enforcement will be governed by the laws of the State of Delaware without regard to any choice of laws or conflicts of laws considerations of any jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Governing Laws |
4380cd93-ab38-43ce-b621-4db840fcd350 | Clause:
All notices, requests, demands, directions and other communications (collectively, "notices") given to or made upon any party hereto under the provisions of this Agreement shall be as set forth in Section 11.5 [Notices; Effectiveness; Electronic Communication] of the Credit Agreement; provided that such notices... | Label: Notices |
2252c345-a222-4b0c-b105-1fa204c15bdf | Clause:
Notwithstanding any other provision of the Plan or the Agreement to the contrary, the grant, vesting and holding of the Shares by Participant is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Participant agrees to cooperate with the Company to ensure comp... | Label: Compliance With Laws |
0aefc541-6c6a-4c08-aa4f-d3798f1e46da | Clause:
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Note Party in a transaction permitted by the Note Documents, then the Agent, at the request and sole expense of the applicable Note Party, shall promptly execute and deliver to such Note Party all releases or other documents rea... | Label: Further Assurances |
d20d66ca-accc-4ef7-96e7-9d05dd121580 | Clause:
You will be eligible to participate in the benefits provided by the Company to its employees. Where any particular benefit is governed by a formal plan document, your eligibility and coverage will be determined by such document, and the Company may change its benefit offerings from time to time in its discretio... | Label: Benefits |
b5f20c80-479e-4b87-be62-5ccd57337a7e | Clause:
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until 18 months from the Closing Date; provided , that the representations and warranties in (a) Section 4.01 ( Organization ... | Label: Survival |
5011cadd-1a86-4f00-a675-fd81e8f608ec | Clause:
For the term of the Executive’s employment under this Agreement (“ Employment ”), the Company agrees to employ the Executive in the position of [TITLE] with the Executive’s principal place of Employment in San Jose, California. The Executive shall report to the Chief Executive Officer (the “ CEO ”). The Executi... | Label: Positions |
e0f33b02-a05d-41f3-bd23-aac300b92211 | Clause:
The Transaction Documents, together with the exhibits, annexes, and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties ack... | Label: Entire Agreements |
e03737f7-f1b3-41a0-b6b2-f12053da4f3d | Clause:
The Mortgagor will execute and deliver such other and further instruments and will do such other and further acts as in the opinion of the Mortgagee may be necessary or desirable to carry out more effectively the purposes of this Mortgage.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Further Assurances |
947ecc86-5a3f-41d6-9525-b1729158ae57 | Clause:
Except as disclosed in Schedule 4(e) hereto, the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Share... | Label: No Conflicts |
09dd71ad-8f31-4830-8bec-6fc555ba4acc | Clause:
Each Seller and each Other Seller shall jointly and severally reimburse, hold harmless, indemnify and defend Buyer, its successors and assigns and their respective agents, employees, officers, trustees, members and retirants and the Property and the Community from and against any and all obligations, liabilitie... | Label: Indemnity |
321f425e-17a7-46cf-8df5-34974342a762 | Clause:
Except as otherwise provided in this Section 10.1, neither Party may assign this Agreement without the other party's written consent, such consent not to be unreasonably withheld or delayed; provided, however, that no consent shall be required if (i) either party assigns this Agreement to an Affiliate or in con... | Label: Assignments |
25c4cef5-44ee-40f8-abc5-0e00eb72cd6d | Clause:
All Liens granted to Lender under the Loan Documents are for the benefit of Secured Parties. Promptly upon request, Borrowers shall deliver such instruments and agreements, and shall take such actions, as Lender deems appropriate under applicable law to evidence or perfect its Lien on any Collateral, or otherwi... | Label: Further Assurances |
cfc159b7-8abd-4b7b-b6fe-a71831c2a5b0 | Clause:
The Company and the Company Subsidiaries maintain or cause to be maintained insurance with respect to all of the Properties with financially responsible insurers in such amounts and covering such risks which the Company, acting reasonably, believes are adequate in all material respects for the operation of its ... | Label: Insurances |
02676bb6-6ffb-4bc9-88aa-05b0103fa9b1 | Clause:
Notices and all other communications contemp l ated by this A g reement s hall be in writing and sha ll be deemed to have been duly given when personally de li vered or when mailed by U.S. registered or certified mail, return receipt requested and po s ta g e prepaid. In the case of the Executive, mailed notice... | Label: Notices |
9cdde8fd-575d-4114-a446-6be76cc17c19 | Clause:
On or before the date hereof, Borrower shall have paid (a) Lender’s costs and expenses, including, but not limited to, reasonable attorney’s fees, in connection with the preparation, negotiation, delivery and execution of this Amendment and any other documents and instruments necessary to effectuate this Amendm... | Label: Costs |
6105cab6-2fb0-4292-9e60-9cc3e2381c99 | Clause:
This Addendum, and any rights and obligations hereunder, may not be assigned by Executive and may be assigned by the Company only to a successor by merger or purchasers of substantially all of the assets of the Company or its affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Assignments |
a5dce8f4-fe9b-4d3b-9d1f-f8389e0b7258 | Clause:
Any representation or warranty of the Company made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (... | Label: Warranties |
04fa8b63-6d5e-4c33-8eab-d0e3734e6b79 | Clause:
(i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfe... | Label: Further Assurances |
899016af-65ac-4763-b968-264779825fd0 | Clause:
Each party hereto shall execute, deliver, file and record, or cause to be executed, delivered, filed or recorded, such further agreements, instruments and other documents, and take, or cause to be taken, such further actions, as the other parties hereto may reasonably request as being necessary or advisable to ... | Label: Further Assurances |
3497d50b-980b-458c-9c14-c690d692ae2d | Clause:
You agree that, to the fullest extent permitted by applicable law, you will not at any time (whether during or after your employment or service with any System Company), other than in the proper performance of your duties, publish or communicate to any person or entity any “Disparaging” (as defined below) remar... | Label: Non-Disparagement |
df0eed14-4438-4195-802b-c3b65387bf65 | Clause:
The execution, delivery, and performance by the Company of this Agreement and the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of noti... | Label: No Conflicts |
5efbaf51-935a-4f1b-a454-53fe3f4a86f3 | Clause:
Grantee agrees to comply with all laws, rules, and regulations applicable to the grant and exercise of each Award and the sale or other disposition of Class A Common Shares received pursuant to each Award, including, without limitation, compliance with the Company’s insider trading policies. The Class A Common ... | Label: Applicable Laws |
df136402-dadc-466a-856c-bd3087610ee5 | Clause:
This Waiver shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Liens or priority of the Liens granted under any Credit Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing imm... | Label: No Waivers |
e12150ea-8edb-47f9-a589-c45f0f6287d7 | Clause:
Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser and each Purchaser hereby agrees, severally and not jointly, to purchase from the Company, its respective Securities, and each Purchaser agrees, severally and not jointly, to pay the Company the Unit Price ... | Label: Sales |
88f23a9d-7c84-4c89-8f24-b963601b6020 | Clause:
If the number of outstanding shares of common stock is increased or decreased or the shares of common stock are changed into or exchanged for a different number or kind of Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of St... | Label: General |
1b298259-6952-46f7-ad58-70aa93470934 | Clause:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY HERETO; (B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RE... | Label: Waivers |
3e18ec4a-040b-4e93-9e18-5a7adb00367d | Clause:
The Historical Financial Statements present fairly in all material respects the financial position and results of operations of the Borrower and its Subsidiaries at the respective dates of such information and for the respective periods covered thereby subject, in the case of the unaudited financial information... | Label: Financial Statements |
0accd84a-16f5-4436-ac58-49dee47fcbfb | Clause:
Where any person is entitled to receive Shares pursuant to the exercise of the Option granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or t... | Label: Taxes |
5096c552-054d-4cff-ab68-d1027ca41b0b | Clause:
The Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Applicable Laws |
cd33a9c7-0f7d-4e44-8a00-5bdd1a777b03 | Clause:
In addition to all other rights and remedies available to Company, Company has the right of set-off, the right of specific performance and the right to obtain injunctions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Remedies |
b3cb4493-fe1a-4594-b804-e9d77957a4a6 | Clause:
The term of each stock option granted to a Non-Employee Director shall be ten (10) years from the date the option is granted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Terms |
8c8a32fc-d019-4627-ba06-f5dde81c8bc0 | Clause:
If any provision of this Plan is determined to be invalid, illegal or unenforceable, the remaining provisions of this Plan will not affect any other provisions hereof, and this Plan will be construed and enforced as if such provisions had not been included.
Task: Classify this clause into ONE of these types (e... | Label: Severability |
a6676ac7-5aae-4af2-bb5f-e08396b57dc4 | Clause:
If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs rela... | Label: Closings |
c7feed74-f05b-4a37-8a8c-4e3d9ebb6615 | Clause:
This Agreement, together with any other agreement executed in connection herewith (including the Credit Agreement and the other Loan Documents), is intended by the parties as a final expression of their agreement as to the matters covered hereby and is intended as a complete and exclusive statement of the terms... | Label: Entire Agreements |
c7ab35e8-c193-4966-8587-cb720fd1e70d | Clause:
This Amendment shall inure to the benefits of and bind the parties hereto 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, Assignments, Assigns... | Label: Benefits |
f72fd49c-01ea-449c-a603-cf9421b94f02 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT TAKING INTO ACCOUNT CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANOTHER JURISDICT... | Label: Governing Laws |
f87299b4-b138-4169-94c6-2e80adee185d | Clause:
This Agreement may be executed via facsimile or .pdf and in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Counterparts |
c6b9d1d0-8eca-4498-b20f-4576f5ed9980 | Clause:
This Amendment No. 3 may be executed in counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Counterparts |
50e89a93-9ca0-4185-a237-01e0f567ba48 | Clause:
The rights and obligations of Obligor and Holder shall be binding upon and benefit the successors and permitted assigns and transferees of Obligor and Holder; provided , that Obligor shall not be permitted to assign this Note or its rights or obligations hereunder without the prior written consent of the Holder... | Label: Assignments |
70f7df1f-9796-4e6c-97f3-4c6565e234fe | Clause:
The Borrower will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, authorizations, qualifications and accreditations material to the conduct of its business, in each case if the failure to do s... | Label: Existence |
86b6dc31-a088-4c3c-9960-c04f5407956a | Clause:
The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 8.4(a) and the defense of an inconve... | Label: Venues |
022c2bf0-eb15-4f39-9311-95ff9f85dab5 | Clause:
Except as contemplated by Section 10(b) , this Agreement shall not be amended, modified or supplemented prior to the Closing except by a written instrument signed by all the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Amendments |
2f6b794e-4151-4659-adc7-7769a0637dbc | Clause:
Upon written request by any Indemnified Party, Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals approved (in their reasonable d... | Label: Expenses |
2fdb9765-23ba-42a8-b415-94336623c254 | Clause:
The parties shall take any actions and execute any other documents that may be necessary or desirable to the implementation and consummation of this Agreement upon the reasonable request of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Further Assurances |
f462d5e3-8c05-481e-af70-8c5d4d73c26e | Clause:
In consideration of Buyer entering into this Amendment, Seller and Guarantor hereby waive, release and discharge Buyer and Buyer’s parents, divisions, subsidiaries, affiliates, members, managers, successors and assigns, directors, officers, partners, employees, representatives, counsel and agents from any and a... | Label: Releases |
76681e85-aa1a-423e-8112-bfdec8938280 | Clause:
Employee agrees to serve as Executive Vice President and Chief Merchandising and Marketing Officer. During the term of Employee’s employment hereunder, Employee shall perform the duties consistent with that which the Company shall from time to time reasonably assign to Employee. Employee shall devote her full b... | Label: Duties |
9d6eb915-9711-4bfe-ba0b-4741489cf172 | Clause:
The Company shall indemnify and hold harmless the Holder of the Registrable Securities to be sold pursuant to any Registration Statement filed hereunder, and each of such Holder’s officers, directors, employees, agents, partners, legal counsel and accountants, and each person, if any, who controls each of the f... | Label: Indemnifications |
51330e1a-4959-49ea-9246-70b32507ba79 | Clause:
The Company shall indemnify the Engagement Personnel acting as officers (the “ Indemnified Professionals ”) to the same extent as the most favorable indemnification it extends to its officers or directors, whether under the Company’s bylaws, its certificate of incorporation, by contract or otherwise, and no red... | Label: Indemnifications |
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