id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
55d76104-2b6a-4269-9984-c862dee9ba06 | Clause:
As of the Effective Date, none of the written information and written data heretofore or contemporaneously furnished in writing by or on behalf of the Borrower or any Guarantor to any Agent or any Lender on or prior to the Effective Date in connection with the Transactions, when taken as a whole, contains any m... | Label: Disclosures |
a57c19a6-8a56-44c3-b5f9-7b4c5f385720 | Clause:
Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any officer or agent of the Borrower or Lender, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower or Lender at the address set forth in the Loan Agr... | Label: Notices |
713be7b6-cc8e-433a-9f2e-6df8db67f964 | Clause:
Upon the vesting of the Awarded Shares under the terms of this Award Agreement, you (or your estate or beneficiary in the event of your death) must remit to the Company an amount equal to the Company’s federal, state and local tax withholding obligation applicable thereto or, alternatively, instruct the Committ... | Label: Tax Withholdings |
72344a1a-b78b-4ba3-9a8c-410cf018dc7e | Clause:
Except as otherwise provided herein, this Agreement and the licenses granted herein shall not be assignable or transferable by Licensee, including to any Affiliate of Licensee, without the prior written consent of CareFusion, which shall not be unreasonably withheld, conditioned or delayed. Licensee is entitled... | Label: Assignments |
89eab3f5-8e07-4520-8c3e-5e14a6245e9f | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. In the event any provision or term hereof is deemed to have exceeded applicable legal authority or shall be in conflict with applicable legal limitation... | Label: Severability |
7e269f7e-5d0f-48b7-8c98-36847164bb5e | 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 THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, T... | Label: Waiver Of Jury Trials |
004cddfd-8823-40b3-917d-9fe0781f2b8d | Clause:
Wherever possible, each provision of this Option shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Option shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity,... | Label: Severability |
441616e9-9d96-4deb-99e1-c8743c1d0ad9 | Clause:
Except as set forth on Schedule 5.22 , no broker or finder brought about the obtaining, making or closing of the Loans or transactions contemplated by the Loan Documents, and no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.... | Label: Brokers |
1823cb2d-004f-4597-9709-83a426a8a70d | Clause:
Executive and the Company have executed the Company’s Confidentiality and Proprietary Rights Agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “ Confidentiality and Proprietary Rights Agreement ”). The Company shall be entitled to cease all severance... | Label: Confidentiality |
df7b416e-cbb0-4b94-906b-5e7ce38755c4 | Clause:
Stock Options may be evidenced by such form of agreement as is approved by the Committee. The Committee may (i) modify, extend or renew outstanding Stock Options ( provided that (A) the rights of a Participant are not substantially impaired without his or her consent and (B) such action does not subject the St... | Label: Modifications |
58f91019-f541-4db3-93ad-64365a6c3243 | Clause:
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
16fdf567-4bce-480d-804e-5216fd61766d | Clause:
Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to Disability, (A) all of the Participant’s options that were exercisable on the date of Disability shall remain exe... | Label: Disability |
92cd0701-e817-40de-9551-fc4d0612d5f6 | Clause:
If, on or after the Closing Date, either Party or its Affiliate receives any payments or other funds due to the other pursuant to the terms of this Agreement or any other Transaction Document, then the Party or its Affiliate receiving such funds shall, within thirty (30) days after receipt of such funds, forwa... | Label: Payments |
2ba27c6a-68f5-4a8e-8bd4-887b39e757df | Clause:
This Agreement may be executed in two counterpart copies, each of which may be executed by one of the parties hereto, but all of which, when taken together, shall constitute a single agreement binding upon all of the parties hereto. This Agreement and all other aspects of the Employee’s employment shall be gov... | Label: Counterparts |
ccabffc6-ce6c-4189-aee1-dae9f6537e7b | Clause:
(i) The Seller 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 Administrator may reasonably request, to perfect, prote... | Label: Further Assurances |
6eb858ab-237a-46eb-a8f0-97344a20d7d2 | Clause:
This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may assign its rights under this Agreement to one or two assignees upon the following... | Label: Assignments |
6a222697-fc6e-46f9-9b9e-3cbafb88a4cd | Clause:
To the extent that the Collateral Agent is not reimbursed and indemnified by the Company as, and to the extent, provided for in this Agreement or the Security Agreement, the Vendors will jointly and severally reimburse and indemnify the Collateral Agent, in proportion to their initial Settlement Amounts, from a... | Label: Indemnifications |
012754fe-9525-4e6f-9f66-2a2d004403d3 | Clause:
This Agreement may be executed and delivered in any number of counterparts, and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument; provided... | Label: Counterparts |
cc280098-20ad-41d8-9825-362e3dc170bd | Clause:
All notices and other communications required or permitted under this Agreement shall be written and shall be delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt required, addressed as follows: if to the Company, to the Company’s executive offices in Indi... | Label: Notices |
17f4686d-7e93-4941-8f54-b39372cdcc88 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
1f83e1eb-5659-412a-ad58-957742cb4b5f | Clause:
Use the proceeds of the Note solely for the purposes described herein, including the payment of all outstanding amounts due to vendors of the hotel property located in Amarillo, Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Use Of Proceeds |
61e90997-3d9e-4667-aa4a-f840f39a6b55 | Clause:
Borrower and ADES hereby certify to Lender that, after giving effect to the amendments and waivers provided herein, Borrower is in full compliance with the provisions of the Loan Agreement, and that no Event of Default will occur as a result of the effects of this Eleventh Amendment.
Task: Classify this clause... | Label: No Defaults |
90685a37-c236-4983-b80b-8bfdadbdbd6a | Clause:
Each party's obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by or replacement of a Lender, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations.
Task: Classify ... | Label: Survival |
ebb2a267-230e-46c0-9061-d390077ae948 | Clause:
This First Amendment may be executed in multiple, telecopied counterparts, all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Counterparts |
26dc92c9-1df5-449f-8f0d-0dfa7f25cec6 | Clause:
THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER, BY ITS ... | Label: Governing Laws |
856753e7-a469-4379-af0f-13afe2c86800 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which taken together shall constitute one and the same instrument. A Party’s delivery of an executed counterpart signature page by facsimile or e-mail transmission is as effective as ex... | Label: Counterparts |
eab05cb6-d89e-44f8-8a4c-5ae0ccf36722 | Clause:
The Company will pay each invoice submitted hereunder within 30 days of receipt thereof.
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, B... | Label: Payments |
ba4479ae-ed0b-49b6-a302-95f5e6b2a699 | Clause:
Except to the extent expressly provided in Sections 7(b) and 7(c) (i), (ii) or (iii) , Holder permanently will forfeit all rights with respect to all Performance Cash upon the date of his Separation, if such Separation occurs prior to the Vesting Date.
Task: Classify this clause into ONE of these types (exactl... | Label: Forfeitures |
d8f6cb69-c679-46c5-b2b9-2394013b76f4 | Clause:
The Committee may amend this Agreement at any time and from time to time without the consent of the Participant; provided, however that no such amendment may materially and adversely affect the rights of the Participant without his or her consent; and provided, further, that the Company may change or modify thi... | Label: Modifications |
229aa027-4bc5-4aab-a63d-436f3fbda285 | Clause:
This Agreement is the joint and several obligation of the Bank and Valley. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey. This Agreement supersedes all prior agreements and understandings with respect to the matters c... | Label: Miscellaneous |
ae9f2359-7b28-4a78-bf5e-28106ec4ee4c | Clause:
Notices must be provided in writing. Notices shall be sufficient if delivered in person, via a reputable express carrier, or by registered or certified mail. Notices will be delivered to you at the address stated in the first page of this Engagement Letter. Notices will be delivered to us at 75 Valley Stream Pa... | Label: Notices |
c9f6aa5e-4be3-4a0a-8d4a-5087d3e81dbc | Clause:
The December 31, 2016 audited consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP or SAP, as applicable, as in effect on the date such statements were prepared and fairly present, in all material respects, the consolida... | Label: Financial Statements |
7884d821-4721-4c03-bcce-42f00dde910a | Clause:
NuLeaf Cultivation shall obtain and maintain permanent All Peril insurance coverage as appropriate, satisfactory to Lender, on the real estate and personal property. The limits, coverage, forms, inception and expiration dates and cancellation provisions of all such policies shall reasonable and customary for th... | Label: Insurances |
3f5d9215-cfc5-429e-914d-292bbf370026 | Clause:
MORTGAGOR AND, BY ITS ACCEPTANCE HEREOF, MORTGAGEE, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE (WHETHER BASED ON CONTRACT, TORT OR AN... | Label: Waiver Of Jury Trials |
a25f1cd7-decf-4885-8b97-7c0e473e9894 | Clause:
This Agreement shall not have been terminated as to the Investor in accordance with Section 7.5.
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, Authoriza... | Label: Terminations |
9bf087d8-eb63-4fe4-b7c6-c2dddd0f696d | Clause:
Each of the Contributed REO Properties is an Eligible REO Property as of the date such REO Property is included on an REO Property Schedule affixed to a Notice of Borrowing; provided , however , that, as of the Closing Date and the date of each Term Loan Additional Advance, not more than five percent (5%) of th... | Label: Representations |
1054b087-3162-440a-85b8-6e4c7a3601c7 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and together which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
2e59d602-1e12-4184-9822-cbaac4404fca | Clause:
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the authorization, sale, issuance and delivery of the Notes, the shares of the Company’s capital stock issuable on conversion thereof, and the p... | Label: Authorizations |
bd85e8b5-00b0-4128-bd79-0643d8389f20 | Clause:
The Company shall pay all documentary, stamp or other transactional taxes and charges attributable to the issuance or delivery of shares of the Common Stock upon conversion; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the... | Label: Taxes |
d7504c7e-9917-4b97-b1e5-929cb206229f | Clause:
This Award Certificate shall be governed by and construed in accordance with the internal substantive laws (not the law of choice of laws) of the State of California. If the Optionee is a party to an agreement with the Corporation to arbitrate claims, such agreement to arbitrate claims shall apply as to any dis... | Label: Arbitration |
3ebc6af6-59b4-4348-acf7-a246db50f6b6 | Clause:
The Company may terminate this Agreement upon thirty (30) days prior written notice delivered to Consultant. Upon such termination the Consultant is entitled to the remuneration and any other benefits, and any other reasonable accrued expenses which may have incurred on behalf of the Company, due to the Consult... | Label: Notices |
9efa1f50-dff8-4a0d-86dc-6eb3035f648c | Clause:
Seller shall deliver to Buyer duly executed and acknowledged releases in recordable form of all mortgages, deeds of trust, fixture filings and security agreements encumbering its interest in the Assets created by Seller or its Affiliates and releases of the associated financing statements.
Task: Classify this ... | Label: Releases |
5a879bc4-7147-4437-a195-35aea066190c | Clause:
Relief . The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance... | Label: Remedies |
dc422ee0-dd9f-464a-961f-ffcb2369730b | Clause:
Each Individual Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against such party or Guarantor which would be reasonably likely to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Litigations |
e4c09aed-2948-400e-9444-33806412009f | Clause:
In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, un... | Label: Releases |
394a74c3-ab0c-4591-87da-c13a472a669b | Clause:
Notwithstanding any other provision of this Agreement, each Borrower Party understands and agrees that Bank may, without the consent of any Borrower Party, enter into participation agreements with Participants whereby Bank will allocate certain percentages of its commitment to them, so long as Bank retains at l... | Label: Participations |
70a843a3-5eef-42d5-a6cc-14adf85a8d59 | Clause:
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party and each of their Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, trade dress, domain names, copyrights, patents, patent applications... | Label: Intellectual Property |
8b154a56-fdad-4c03-b391-d378a8a4f25b | Clause:
None of Parent or the Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. The ... | Label: Use Of Proceeds |
6ea448fb-2eed-4391-a6db-b051c08a2808 | Clause:
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits a... | Label: Titles |
cd4cb53d-1803-4903-a221-97f4d2a714f5 | Clause:
Except with respect to the required approval by Seller's shareholders (which will be delivered at Closing), Seller has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and any Transaction Agreement to which it is a party, to consumm... | Label: Powers |
9c4f2903-2d95-419d-a587-0e284dcba8d1 | Clause:
The headings to the Sections hereof are not a part of this Agreement, but are included for convenience of reference only and shall not affect its meaning or interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Headings |
b66797cd-a258-4ce0-b6a7-2e0e1a414a6b | Clause:
This Agreement constitutes the entire and only agreement and understanding between the parties relating to your termination of employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Entire Agreements |
775749d0-e68a-4f4b-8544-e52854671ea6 | Clause:
The Borrower will, and will cause BPI to (and BPI will), maintain with respect to its properties, and will cause each of its Subsidiaries to maintain with financially sound and reputable insurers, insurance with respect to such properties and its business against such casualties and contingencies as shall be in... | Label: Insurances |
9c62e973-5b23-4a24-a6d8-838c2490a726 | Clause:
All representations and warranties contained in this Agreement, any other Loan Document to which the Pledgor is a party or in any other agreement between the Pledgor and the Pledgees shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. The Pled... | Label: General |
6fee10ec-fda3-4925-9ecb-4b880094eadc | Clause:
Subject to Section 10, the Committee shall adjust equitably the terms of this Award in accordance with Section 5.4 of the Plan, if applicable. Subject to the terms of this Award Agreement, the Restricted Stock shall be subject to the terms of the Plan, including, but not limited to, the provisions of Section 8.... | Label: Adjustments |
6eb589bf-79c5-4912-b9d0-a23505c6c5e9 | Clause:
(i) To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets (including, without limitation, the remaining GP-Related Commitments and Capital Commitment-Related Commitments of the Members) each Covered Person from and against any and a... | Label: Indemnifications |
ee1168f5-2902-469a-9130-ccf6b7e80dda | Clause:
In the course of performing services hereunder and otherwise, the Employee has had, and it is anticipated that the Employee will from time to time have, access to confidential records, data, customer lists, trade secrets, technology and similar confidential information owned or used in the course of business by... | Label: Confidentiality |
f9594b07-f8c6-44f6-8f68-166e5deda3d8 | Clause:
EACH OF GUARANTOR AND (BY THEIR ACCEPTANCE HEREOF) THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS AND AGREES ... | Label: Waiver Of Jury Trials |
cf1e8c19-637c-403f-9059-1c7a3b4b8927 | Clause:
This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Term Loan Agreement), the Administrative Agent and each Guarantor subject to Section 13.17 of the Term Loan Agreement; provided , however , that any Subsidiary Guarantor... | Label: Amendments |
2da770d4-2429-4dc1-844b-3806ec1ddd3a | Clause:
All agreements and covenants contained herein are severable and in the event, that any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreement or covenant is not contained herein.
Task: Classify this clause into ONE of these types (exactly ... | Label: Severability |
7348acef-49f1-4562-893c-49bd5689b7ac | Clause:
Counterparty has all corporate power to enter into this Master Confirmation and each Supplemental Confirmation and to consummate the transactions contemplated hereby and thereby and to purchase the Shares and deliver any Settlement Shares in accordance with the terms hereof and thereof. Each Transaction contemp... | Label: Authorizations |
1d6c1213-4c6a-4da5-8124-54ea8acd4b17 | Clause:
The Company hereby agrees to employ the Employee and the Employee hereby agrees to be employed by the Company upon the terms and conditions herein set forth. The Employee’s date of hire will be the date Employee commences full-time employment for the Company, to be no later than August 31, 2017 (the “ Date of H... | Label: Employment |
63eaf88a-38a3-4dfb-8879-35e648c359ec | Clause:
Any dispute arising out of or relating to (i) this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, or (ii) Employee’s application or candidacy for employment, employment and/or termination of employment with Bio-Techne including, but not limit... | Label: Arbitration |
aeba9d97-f3c5-431d-badd-2b44624a3188 | Clause:
All rents and royalties due and payable under the Subject Leases have been paid or otherwise accounted for and all Hydrocarbon severance and production Taxes, windfall profit Taxes, and all property Taxes payable by Mortgagor with respect to the Mortgaged Property have been paid.
Task: Classify this clause int... | Label: Taxes |
97406e75-64b7-464a-8a1f-f5c22a45e06e | Clause:
(a) Subject to the releases and waivers of subrogation contained or required by this Lease, Tenant shall defend with counsel reasonably approved by Landlord, indemnify and hold harmless Landlord, all employees, officers, directors, partners, members and shareholders of Landlord, Mortgagees of the Property, the ... | Label: Indemnity |
cccf3f4b-f018-41a5-9e31-0b9c605c0dd9 | Clause:
The execution, delivery and performance by the Company and each Subsidiary of the Transaction Documents, the issuance and sale of the Securities, and the consummation of the transactions contemplated by the Transaction Documents to which the applicable entity is a party (i) do not and will not, subject to recei... | Label: No Conflicts |
30b5d3f9-1f27-47ff-85b0-acb9eeff9691 | Clause:
This Agreement and the New Convertible Note shall not be interpreted or construed with any presumption against any party by reason of its having caused such instrument to be drafted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Construction |
b5334359-bbfa-4f1c-889f-0d78800405de | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior wri... | Label: Successors |
ded20536-d826-48cf-9056-41b2f43f5ad2 | Clause:
All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) two (2) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) u... | Label: Notices |
36c019e9-fe30-46a0-9a8a-57667dc5b7ed | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not... | Label: Severability |
c92becdd-ef98-4093-bc59-a37106030b19 | Clause:
The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Headings |
e3dfe76f-8cc2-43f1-b539-eb6b963acf8a | Clause:
Awards granted under this Article 6 shall be subject to the terms and conditions described below and in the LTIP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Terms |
f83fb7c3-e5dc-4042-8686-c1b48e3ae5da | Clause:
Administrative Agent and Collateral Agent shall each have and may exercise all powers that the Lenders have under the Loan Documents and shall exercise such powers on behalf of the Lenders, as applicable. All rights of action (including the right to file proof of claims) under this Agreement or any of the other... | Label: Powers |
8ebac15c-2f49-402d-ae3a-457bf02b8f1a | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature ... | Label: Counterparts |
6df6306c-9e47-4c62-b5b4-e2467ce92a3a | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be amended, except as provided in the Plan, other than by a written instrument executed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Entire Agreements |
74d9c518-aba6-46de-bd32-2e75d3cf8713 | Clause:
The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the laws of New York without giving effect to principles of conflict of laws thereof.
Task: Classify this clause into ONE of these types (exactly on... | Label: Governing Laws |
3feb50fe-bc95-402c-8a24-66094637b7b2 | Clause:
This Agreement, the documents to be executed hereunder and the Exhibits and Schedules attached hereto constitute the entire Agreement between Seller and Buyer pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of Sel... | Label: Entire Agreements |
ddd15b25-817d-4887-9821-27061e48e18a | Clause:
Seller and Buyer agree to promptly execute and deliver such instruments and take such further actions as the other party may, from time to time, reasonably request in order to effectuate the purposes and intent and to carry out the terms of this Agreement. After the transfer of the Mortgage Loan Documents and M... | Label: Further Assurances |
10430dcd-0970-4e33-aa48-d3130e21297c | Clause:
No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of this Agreement or as otherwise required hereby and which remain in full force and effect on the date of this Agre... | Label: Approvals |
575b59f5-5d31-494d-bc57-9ad96bfd2de9 | Clause:
This Agreement shall be construed exclusively in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
b38f5f59-1d29-4a44-aa5a-35165e324f9b | Clause:
Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Shares, nor the consummation by the Company of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will... | Label: No Conflicts |
02ba15e3-4067-4a34-abf1-3412c7c86b55 | Clause:
Each Credit Party hereby represents and warrants that as of the date hereof there exists no Event of Default (other than any Excluded Events of Default) or any condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default. The Lender hereby acknowledges and agrees ... | Label: No Defaults |
f1d2961f-508c-4321-b3d8-24a88e45137d | Clause:
The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Headings |
43df642d-71fd-47dc-bf8d-7941c271f602 | Clause:
Schedule 3.15 lists all insurance maintained by or on behalf of the Loan Parties and the other Subsidiaries of the U.S. Borrower as of the Second Amendment Effective Date. As of the Second Amendment Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insuranc... | Label: Insurances |
ca746f79-e7e5-496b-93c8-af33cd5e316e | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Loan Party (except for any Loan Party (other than the Borrower) in connection with the relea... | Label: Successors |
ccc41d69-8282-4b50-9c57-395cebcf3028 | Clause:
Any amendment and supplement of this Agreement shall come into force only after Parties sign a written document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
80e3dc79-3449-489f-a7f6-154880507689 | Clause:
All computations of interest and of fees shall be made by Administrative Agent on the basis of a fraction, the denominator of which is three hundred sixty (360) and the numerator of which is the actual number of days elapsed from the Closing Date or the date of the preceding Payment Date, as the case may be, to... | Label: Fees |
b0b066c3-e9ab-4890-9c9e-70725382ebb9 | Clause:
Mortgagor shall maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to the Mortgaged Property in compliance with the requirements set forth on Schedule I attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Insurances |
b45f736e-1bb6-4496-8b5c-0e59d11e19c4 | Clause:
Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, and has the limited liability company organizational power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date hereof.
Task: ... | Label: Organizations |
0e22eb61-51ba-4f8e-8e40-0dab36a2e291 | Clause:
The headings in this Addendum are for reference purposes only and shall not in any way affect the meaning or interpretation of this Addendum.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Headings |
2c11c235-eac8-44fd-8131-48b9c734202d | Clause:
The validity and construction of this Agreement shall be governed by the laws of the state of Delaware applicable to transactions taking place entirely within that state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
7c2eb9c7-3703-414f-bcc3-537e884d93a0 | Clause:
When either Party is bringing or defending an action of the type described in Sections 10.3 (Defense and Settlement of Third Party Claims) or 10.4.1 (In Territory), then upon reasonable request by such a Party, the other Party will reasonably assist in the defense against or enforcement of such action at the re... | Label: Cooperation |
f6c93165-3b8a-4358-8895-089bc3370542 | Clause:
The proceeds of the Loans shall be available (and the Borrower agrees that it shall use such proceeds) solely to fund working capital needs and for general corporate purposes of the Borrower, including the financing of acquisitions (other than hostile acquisitions).
Task: Classify this clause into ONE of these... | Label: Use Of Proceeds |
17501e3e-da9a-4a0d-bd8f-3ebc803c62ef | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Secu... | Label: No Conflicts |
d926db70-7b56-4bf1-ae2b-53346b36bd9d | Clause:
(a) The Company is a corporation duly organized and validly existing under the Laws of the State of Delaware, is in good standing with the DSS and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted. The Company is duly licensed or qualified ... | Label: Organizations |
14b3fea9-fdf0-422e-abf4-93be4408b9d1 | Clause:
Section headings used in this Agreement are for convenience of reference only and shall not be used to construe the meaning of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Headings |
d3dff2d0-7a59-4be4-87f6-95286c4fc271 | Clause:
As of the date of this Agreement, and other than the Purchase and Exchange Agreement, there are no transactions, Contracts, arrangements, commitments or understandings between (a) the Company or any of its Subsidiaries and (b) any of the Company’s Affiliates that would be required to be disclosed by the Company... | Label: Transactions With Affiliates |
d9ee82a3-cd97-4bde-8c5f-d2b4350b6e08 | Clause:
Upon the terms and conditions hereinafter set forth, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property free and clear of all Liens, other than the Permitted Exceptions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Sales |
7cd56475-bf3b-4a01-81e6-cd9b2bbbb9d9 | Clause:
The Borrower agrees to pay all reasonable, documented costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable, documented fees and expenses of the Administrative Agent’s legal counsel.
Task: Classif... | Label: Expenses |
f9705f9c-2419-4753-b387-e61f25acf1aa | Clause:
Unless any such activity is conducted in compliance with a permit, certificate or other approval issued under, or otherwise in compliance with, Sanctions (and/or the regulations promulgated thereunder), none of (a) the Borrowers, any Subsidiary or any of their respective directors, officers or employees, or (b)... | Label: Sanctions |
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