id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
aca67d7c-7e9b-4301-89c4-af957f0e0a0c | Clause:
Borrowing Agent may, upon at least fifteen (15) Business Days prior written notice to each Agent, terminate this Agreement by paying to Administrative Agent, in cash, the Obligations in full, plus the Applicable Premium, if any, payable in connection with such termination of this Agreement. If the Borrowing Age... | Label: Terminations |
b163f591-90a7-46e3-8902-0c9353f2f6aa | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without taking into account conflicts of laws rules or principles that could result in the application of the laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Governing Laws |
fafcae63-89e9-4a2a-998f-8f5225f83836 | Clause:
Guarantor absolutely, irrevocably and unconditionally guaranties to Arden the full and punctual payment and performance of all obligations and liabilities of Company under the Amended Lease, and to reimburse Arden for its costs and expenses incurred in enforcing the Amended Lease and/or this Guaranty, including... | Label: Duties |
a8333523-cbbf-4a6c-bf00-0cc265c96478 | Clause:
Each Agent is hereby authorized to demand specific performance of this Agreement or obtain relief by injunction or other appropriate equitable relief, whether or not any Loan Party shall have complied with any of the provisions of any of the Credit Documents, at any time when any other Party shall have failed t... | Label: Specific Performance |
0b0835e7-d4b9-458c-8109-6d93b7702233 | Clause:
The Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to t... | Label: Indemnifications |
8a8461cb-d592-47ba-a7f5-e7161ac7c112 | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the General Counsel of the Company at the Company’s principal office, and any notice to be given to Holder shall be addressed to Holder at Holder’s last address reflected on the Company’s records... | Label: Notices |
17d37ba7-057b-483a-a054-9d0816a3d908 | Clause:
Subject to Section 9.04 of the Credit Agreement, the Borrower agrees to pay within thirty days of receipt of written demand therefor all reasonable and documented costs and expenses of the Administrative Agent in connection with the preparation, execution, and delivery of this Commitment Increase Agreement and ... | Label: Expenses |
89223600-4c4b-4cd1-a064-beaf8258a0b1 | Clause:
Except for the System Leases, the CREZ Lease and any other Lease, the Borrower will not, nor will it cause or permit any Subsidiary to, enter into any arrangement providing for the leasing by the Borrower or any Subsidiary of real or personal property which has been or is to be Transferred by the Borrower or su... | Label: Sales |
fff5f766-2904-4655-861d-2efeb1aa381c | Clause:
OCLL’s financial statements (the “ Financial Statements ”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America ( “U.S. GAAP” ) applied on a consistent basis, except that those Financial Statements that are not audited do not contain all footn... | Label: Financial Statements |
6c8fdf8d-e639-43df-8fca-1ea6f0847d74 | Clause:
Administrative Agent shall have received counterparts of this Limited Waiver duly executed by Borrower, the Guarantors and Lenders constituting at least the Majority Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Counterparts |
447165ed-7e27-4fac-9582-67b309908299 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) one Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile... | Label: Notices |
c6b9571f-8a66-4e86-b0d1-0610affe2a50 | Clause:
With respect to each Subsequent Closing only, the Company and/or Opco shall have obtained any Consents that, if not obtained, would result in a Company Effect that would reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole.
Task: Classify this clause into ONE of... | Label: Waivers |
e4eab750-d726-4c71-94f5-4aa75d1b2e27 | Clause:
The term of this Agreement shall commence on the Effective Date, and unless terminated earlier as provided in this Article 13, shall continue in full force and effect, on a Collaboration Target-by-Collaboration Target basis, until expiration of the last-to-expire Royalty Term with respect to all Products direct... | Label: Terms |
15669256-5e37-4726-813f-019cbacf2c46 | Clause:
Each Loan Party shall maintain adequate licenses, Patents, Copyrights, Trademarks and other Intellectual Property to continue its business as heretofore conducted by it or as hereafter conducted by it unless the failure to maintain any of the foregoing could not reasonably be expected to have a Material Adverse... | Label: Intellectual Property |
d49a602b-1c04-44ee-8b09-1d299ca9ed28 | Clause:
The Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until its restrictions are removed or expire. The Restricted Stock may be forfeited to the Company pursuant to Section 5(b), at which time the Company shall have the right to instruct the Company’s trans... | Label: Forfeitures |
7fbd6bad-500f-41b7-8639-b58a79bc78cb | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party's executed counterpart of this Amendment (or such party's signature page thereo... | Label: Counterparts |
eecf1804-2e5a-4699-bbe1-7aedc9c8327e | Clause:
This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is in writing and signed by the Investor and the Company. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or n... | Label: Amendments |
9d5ab83e-ada7-4de2-be85-a283dc968ead | Clause:
The Revolving Collateral Agent and the Notes Collateral Agent each represent and warrant to the other that it has been authorized by Revolving Lenders or holders of Notes, as applicable, under the Existing Revolving Credit Agreement or the Existing Indenture, as applicable, to enter into this Agreement.
Task: ... | Label: Representations |
6ab8a01a-4a94-4a5c-a10e-098649279fe9 | Clause:
The captions and headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease or the intent of any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Headings |
94459513-86ab-4abd-bde1-0260075c61b5 | Clause:
Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to the Company, the holders of Permitted Liens, and to any other person or entity e... | Label: Notices |
411d9dc3-e45e-44be-8e23-2f1c578e0f5d | Clause:
The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription Agreement shall, for any reason, be held to... | Label: Severability |
fdc360d9-45d1-4caf-8692-ece7f59a4665 | Clause:
No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of e-Marine.
Task: Classify this clause into ONE of these types (exactly... | Label: Brokers |
44d54cfd-8829-470e-86bd-b3a02bfdb9e1 | Clause:
This Agreement may not be modified or amended except by written instrument signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, A... | Label: Modifications |
22e8239f-2353-4cec-a5c4-52acafad15d0 | Clause:
Borrower has good and marketable title to the assets owned by it, free and clear from all Liens of any kind, except for any Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Titles |
6db4a245-a7aa-4523-a695-e0a4f5f6ac7a | Clause:
The term during which each option may be exercised shall be determined by the Committee, but if required by the Code and except as otherwise provided herein, no option shall be exercisable in whole or in part more than seven years from the date it is granted, and no Incentive Stock Option granted to an employee... | Label: Vesting |
43488657-03be-4466-aa4a-05b4b02e2d7c | Clause:
This Agreement may not be amended or modified otherwise than by a written agreement executed by Enright and the Chairman of the Board or their respective successors and legal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Amendments |
e707c170-89fe-4531-8164-713b30307ecf | Clause:
Any Notice required or desired to be given under this Lease shall be in writing and shall be addressed to the address of the party to be served. The notices addresses of Landlord and Tenant are as set forth in Item 1 and Item 3 , respectively, of the Basic Lease Provisions, except that (a) prior to the Commenc... | Label: Notices |
203bca9f-c079-4fc4-a94d-1e798592632b | Clause:
The Administrative Agent shall have received a customary certificate from the chief financial officer or treasurer of Borrower certifying that Borrower, after giving effect to the Transactions contemplated to occur under the Loan Documents, in each case on or as of the Closing Date, is solvent (within the meani... | Label: Solvency |
4a4f298c-53db-4bfc-874f-607a2f885037 | Clause:
The Company and each Subsidiary have filed all necessary federal, foreign, state, local and other tax returns that are required to be filed or have properly requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment... | Label: Taxes |
2478b298-da2a-42aa-9dac-51ab1b077c78 | Clause:
This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments to them, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any signed counterpart, to the extent delivered by means of a facsimile machin... | Label: Counterparts |
68d73f92-aa20-4d1b-b40f-9c907c09d0e0 | Clause:
Except as provided in Section 6.7, any non-time barred, legally actionable controversy or claim arising out of or relating to this Agreement shall be subject to arbitration as provided in Section 8 of the PIIA (including the provisions for injunctive relief pursuant to Section 9(B) of the PIIA in the circumstan... | Label: Arbitration |
3ac5b602-a1ae-478d-a56a-cd02544874ce | Clause:
The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the Parties with respect to the subject matter hereof, and fully supersedes any and all prior negotiations, discussions, agreements, understanding or representations pertaining to or concerning the subjec... | Label: Modifications |
d25447ea-d6c1-4625-8486-79722a75b9c7 | Clause:
From the Execution Date until the applicable Closing, Seller shall comply in all material respects with all applicable Laws, Permits, and Orders relating to the ownership of the Acquired Assets, and, to the extent that Seller is the operator of any such Acquired Assets, the operation of such Acquired Assets pro... | Label: Compliance With Laws |
a63246d8-c2d5-4ca0-a18f-5a8c5e344242 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent or any other Person, sell participations to any Person (other than a natural Person, a Defaulting Lender, a Disqualified Lender (to the extent the list of Person’s described in clause (a) of the definition ... | Label: Participations |
ce2d241c-2259-4821-8600-1968b9832d22 | Clause:
Each Member agrees that such Member shall keep confidential, and shall not disclose to any third Person or use for its own benefit, without the consent of the Board, any non-public information with respect to the Company (including any Person in which the Company holds, or contemplates acquiring, an investment)... | Label: Confidentiality |
420a1e9f-6e08-4423-b28f-b7f7f696ec7f | Clause:
If the scope of any provision contained in this Agreement is too broad to permit enforcement of such provision to its full extent, then such provision shall be enforced to the maximum extent permitted by law, and Employee hereby consents that such scope may be reformed or modified accordingly and enforced as re... | Label: Severability |
fa71d070-1a73-4291-a324-1d87b552c525 | Clause:
Any notice or other communication required or permitted to be given to the Company shall be in writing and shall be delivered by certified mail with return receipt or delivered in person against receipt, addressed to the Company at 211 Warren Street, Suite 320, Newark, New Jersey 07103.
Task: Classify this cla... | Label: Notices |
c5a1cf13-c769-4da3-a59c-d0c0be902ba3 | Clause:
Each of GEO and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which ... | Label: Payments |
edde0f6c-8a52-4edc-9475-2e109392ee59 | Clause:
Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Agent has the power 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 necessary action; (b) the execution of this Agreemen... | Label: Representations |
2115dbcc-6ab2-4c6a-9409-64424f15e0d0 | Clause:
This Amendment No. 12, and the rights and obligations of the parties hereunder, including but not limited to, the validity, interpretation, construction, breach, enforcement or termination hereof, and whether arising in contract or tort or otherwise, shall be governed by, and construed in accordance with, the l... | Label: Governing Laws |
a4e2829a-dcc0-40db-898e-0de80a6f857e | Clause:
This Plan shall become effective on the date on which it is adopted by the Board, as set forth at the end of this Plan. No Awards shall be granted under this Plan after the completion of ten (10) years from the earlier of (i) the date on which this Plan was adopted by the Board or (ii) the date this Plan was a... | Label: Effective Dates |
8ce3f71c-9427-4443-a7ea-8113cab74203 | Clause:
On the Effective Date, the authorized capital stock of the Credit Parties consists of the number of shares of capital stock, at a par value per share (if applicable), with the number of which shares are issued and outstanding (if applicable), in each case as set forth on Schedule 8.13. All such outstanding capi... | Label: Capitalization |
ad8a2d06-dfec-41e7-8a6b-14a207e0943a | Clause:
Schedule 3.08 sets forth as of the Closing Date a list of all subsidiaries of Holdings (and each Excluded Subsidiary, including each Immaterial Subsidiary, and each Unrestricted Subsidiary is identified as such on such list), including each such subsidiary’s exact legal name (as reflected in such subsidiary’s C... | Label: Subsidiaries |
a02bbaab-7a9d-42a6-aa03-becc83b81c4a | Clause:
The Borrower, the Guarantors and their respective Subsidiaries (as applicable) will procure and maintain or cause to be procured and maintained insurance covering the Borrower, the Guarantors and their respective Subsidiaries (as applicable) and the Real Estate in such amounts and against such risks and casualt... | Label: Insurances |
0a63267a-3c4d-4c09-a345-366a7caad75d | Clause:
No Participant shall be entitled to receive Severance Benefits hereunder unless such Participant executes a Separation Agreement and Full and Final Release of Claims (the “Separation Agreement”), in the form required by the Corporation, within the period specified for such individual therein and such Participan... | Label: Releases |
686ec547-f5f6-4470-bb25-29e1e095e36b | Clause:
This Agreement will be governed by the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this a ward of Restricted Stock or this Agreement , the parties hereby submit to and consent to the jurisdiction of the ... | Label: Governing Laws |
f46487b7-051e-4392-b435-3cc49a88b46f | Clause:
In the event that you become disabled (as defined in the Employment Agreement) prior to the Retirement Date, this Agreement shall become null and void and your rights shall be governed by the terms of the Employment Agreement, the Severance Agreement and such other agreements in effect as of the date you claim ... | Label: Disability |
dd133e82-913b-4956-b993-e58a20fe7fc3 | Clause:
January 1, 2016, or with respect to a particular Affiliate, such later date as of which the Compensation Committee deems such Affiliate to be a Participating Employer in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Effective Dates |
154a7137-fa1f-4543-a8f8-5a08f0e44513 | Clause:
This Agreement, together with the Secondment Agreement and the Partnership Agreement, constitute the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.
Task: Classify this cl... | Label: Entire Agreements |
1d0fa0ee-0a55-439f-b19d-61b73c7666e1 | Clause:
The Compensation Committee of BHI’s Board of Directors, with input from the Chief Executive Officer, will determine any compensation and benefits to be provided to Executive during the Employment Period by BHI or the Company in addition to the compensation and benefits set forth in this Agreement, including, wi... | Label: Benefits |
113f91a1-389d-4d0a-bde0-ec7eb2bcdf82 | Clause:
If Executive dies during the Employment Period, this Agreement and the Executive's employment with the Company shall automatically terminate and the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits accruing thereafter,... | Label: Death |
16b73069-b7b3-4162-8126-f3e024b000a2 | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings b... | Label: Entire Agreements |
ce4816e8-1786-42dd-b892-4426511484e6 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection... | Label: Intellectual Property |
fd01ca8f-7b86-442b-bfcd-572a99e05344 | Clause:
The Company may waive any conditions or rights under and amend any terms of this Agreement, provided that no change shall materially reduce the benefit to the Participant without the consent of the Participant, except as necessary to comply with the requirements of Paragraph 16 below.
Task: Classify this claus... | Label: Amendments |
9b3cfae3-f75e-4bd5-bd08-b386c1d23cd3 | Clause:
Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) no Reportable Event has occurred during the past five years as to which the Borrower, any of its Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC; (b) no ERISA Eve... | Label: Erisa |
160cc64d-82ee-4faa-98e3-cb9013bae732 | Clause:
Except as limited by Section 9.03 of the Credit Agreement, each Grantor hereby agrees to indemnify the Administrative Agent and the other Secured Parties, and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, fees, costs, and expense... | Label: Indemnity |
bf435ef2-07f7-48c9-a3a3-9e0cc8bb6736 | Clause:
All notices to the Company shall be addressed to: EchoStar Corporation, 100 Inverness Terrace East, Englewood, Colorado, 80112, Attn: Corporate Secretary, or to such other address or person as the Company may notify Grantee from time to time. All notices to Grantee or other person or persons then entitled to th... | Label: Notices |
d39b1c25-a1b2-4c8b-b6b7-2594d47b8210 | Clause:
The Executive's employment hereunder shall commence effective as of December 18, 2017, (the " Effective Date ") and end on the date the Executive's employment is terminated pursuant to Section 5 hereof (the " Employment Period "). During the Employment Period, the Executive will devote substantially all of his ... | Label: Employment |
0155d40b-81d4-4658-b1dd-b25ef0ec865e | Clause:
This Agreement, together with the Schedules and Terminal Service Orders and the other agreements executed on the date hereof in connection with the transactions contemplated by the Contribution Agreement, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes a... | Label: Integration |
785cb80b-3a03-4fb4-a7ae-f6916d076405 | Clause:
This Letter Agreement may be executed in 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, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
b1ff4750-a91c-4c88-a148-e828fb4ab9f6 | Clause:
This Agreement may be executed in counterparts, including by facsimile or .pdf electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
5f2dfe8c-e85b-4eb8-b0f7-ea02b04a3cd7 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be considered to be an original, but all of which shall constitute one in the same instrument. This Agreement may be executed and delivered by the signing and delivery of this Agreement with original signatures or by facsimile or ... | Label: Counterparts |
ff3679c9-95f7-48e2-8f98-f73f4e25081b | Clause:
EACH OF THE BORROWER, THE AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Waiver Of Jury Trials |
cfbe08b3-2eb8-4b78-8930-84200cf241eb | Clause:
This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signa... | Label: Counterparts |
0d38cd22-b2aa-42d9-9ce5-2a6b266d9fdb | Clause:
This Amendment Number Nine may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Counterparts |
b317ae49-8899-42ce-80ae-02443d7543db | Clause:
The Restricted Stock Units are restricted in that they (i) may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant and (ii) may be forfeited to the Company (the “ For... | Label: Forfeitures |
d39159f4-18cd-4b8e-b12c-dcec07502a70 | Clause:
No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction over the Company or of any other person is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company of its obligations hereunder and thereunder, ... | Label: Consents |
0f00b28e-5114-434e-a03e-813d534fa124 | Clause:
This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties or covenants except as specifically set forth herein or therei... | Label: Entire Agreements |
6bd9c29f-1b97-4827-96b2-8bebf6ae1a4c | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that issued such Letter of Credit or the Lenders, but subject to Section 2.21(b)(xi) , such Issuing Bank hereby grants to each other Revolvi... | Label: Participations |
6bf6e509-0d05-47ee-abb0-ac0179bbc625 | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the Increasing Lender shall be given to it at the address set forth in its Administrative Questionnaire.
Task: Classify this clause into ONE of... | Label: Notices |
bda84c47-1004-4499-a4b6-1064d799d41e | Clause:
Ownership of the Shares is subject to the Plan, a copy of which the Participant acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms not elsewhere defined are defined in SECTION 10 of this Agreement.
Task: Classify this clause into O... | Label: Defined Terms |
bd31f6e3-c87d-4539-8f5a-b99894d3addf | Clause:
Following the Effective Time and during the term of the Company LLC Agreement, the Sellers shall make available, or cause their Affiliates to make available, to the Company and each of the Subject Companies all rights necessary to lawfully use all patents, trademarks, licenses, service marks, trade names, trade... | Label: Intellectual Property |
e46a59ca-5ed6-49db-8570-7d17578febaa | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
5464cc29-9e3c-467e-9f82-22a6140614b8 | Clause:
This Agreement and each Warrant issued hereunder shall be governed by and construed under the laws of the State of New York in all respects as such laws are applied to agreements among New York residents entered into and to be performed entirely within New York, without reference to conflicts of laws or princip... | Label: Governing Laws |
0894da87-678f-4bcb-b2c5-4f0c28a7f8bd | Clause:
This Agreement (and the documents referred to in it) are made for the benefit of the parties and their successors and permitted assigns, and the rights and obligations of the parties under this Agreement shall continue for the benefit of, and shall be binding on, their respective successors and permitted assign... | Label: Successors |
28545da7-ed5e-4d05-8bee-17bf4ce1bd2f | Clause:
Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each ... | Label: Notices |
c2c8f144-c34b-4005-b946-706dc8bfede9 | Clause:
The Company, in accordance with the terms of the Plan, will comply with all applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Shares to which the Participant or beneficiary otherwise would be entitled equiv... | Label: Withholdings |
f3ac20a4-ff15-4d53-9ea4-132bb5c198c2 | Clause:
Effective as of 12:01 a.m. on January 1, 2018 (the “ Effective Date ”), the Management Agreement is hereby terminated (the “ Termination ”), except that Sections 11 and 18 – 26 of the Management Agreement shall survive indefinitely, Section 6 of the Management Agreement shall survive six (6) years from the Eff... | Label: Terminations |
11e20464-4b00-43c9-8605-540692bb92b0 | Clause:
None of the written reports or financial statements furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder on or prior to the Effective Date (as modified or supplem... | Label: Disclosures |
9fc76edb-8e2f-4b6e-95b8-388f52a25138 | Clause:
The Borrower has heretofore furnished to the Administrative Agent (for delivery to the Lenders) (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2015 and December 31, 2016 and the related statements of income, stockholders’ equity and cash flows of the Borrower... | Label: Financial Statements |
7bb49a6a-81f3-4741-b9ab-64b57fcc5cb1 | Clause:
Each Party will use its commercially reasonable efforts to obtain any required third-party consents to the transactions contemplated by this Agreement and the other transactions contemplated by the Closing Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Consents |
4282ae82-2bb9-44c8-9ffc-fca7ffc28cf1 | Clause:
This Agreement supersedes all prior agreements, written or oral, between the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Entire Agreements |
33e04fdf-caa6-478e-bfc9-d558aab82231 | Clause:
No later than the date as of which tax withholding is first required with respect to any Award under the Plan, the Participating Key Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by la... | Label: Withholdings |
433d94b7-eab4-4f26-95e8-87de09583efb | Clause:
During the Initial Term and the Renewal Term, the Company shall pay Executive an annual base salary as described in Exhibit A (a copy of which is attached hereto and incorporated herein), payable in accordance with the normal payroll practices and schedule of the Company (“Base Salary”). The Base Salary shall ... | Label: Base Salary |
e53619fd-79c5-46fd-81b5-e92fc8edf387 | Clause:
Three (3) original counterparts of the Ground Lease Assignment Agreement, executed and acknowledged by Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Assignments |
369515ad-d861-4d9d-b5a1-ab0ebcad4753 | Clause:
In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $225,000 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Execut... | Label: Base Salary |
91406fe1-a1bd-4ad1-9716-83b04cd2ad77 | Clause:
Except as provided for in Section 7.01(b) herein, each party shall pay its own fees and expenses incident to the negotiation, preparation, execution, performance and enforcement of this Agreement, including counsel fees and any commission owed to any broker, agent or other similar entity retained by such party ... | Label: Expenses |
a53506ac-c821-4a77-93ae-0ebb3bf29ae7 | Clause:
The Agreement shall inure to the benefit of and be binding on the Company and its successors and assigns, as well as Executive and his estate. Executive may not assign or delegate, in whole or in part, his duties or obligations under this Agreement. This Agreement may be transferred and assigned by the Compan... | Label: Successors |
7271e1db-887b-4e73-901a-4116db60842c | Clause:
The Issuer will not, and will not permit any other Note Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable ter... | Label: Transactions With Affiliates |
aa0f1d10-3c33-4545-ae72-6349eeaf9b63 | Clause:
In performing their obligations pursuant to this Agreement, each party may have access to and receive disclosure of certain confidential information about the other party or parties, including, without limitation, the names and addresses of a party’s customers or members, marketing plans and objectives, researc... | Label: Confidentiality |
dedec433-a706-4919-a507-0a62565e62ee | Clause:
(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borro... | Label: Liens |
a16fd212-8fa3-47a0-af07-ab310106b8ef | Clause:
The effective date (the “Effective Date”) of this Joinder Agreement is September 20, 2017.
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: Effective Dates |
369399ba-26cc-4f54-9955-433050311057 | Clause:
Executive acknowledges that preservation of a continuing business relationship between Employer and their respective customers, representatives, and employees is of critical importance to the continued business success of Employer and that it is the active policy of Employer to guard as confidential certain inf... | Label: Confidentiality |
315404cf-51a7-496d-97a7-b5edb2a3da2e | Clause:
The Corporation shall make appropriate arrangements for satisfaction of any federal or state income tax or other payroll-based withholding tax required to be paid by the Participant upon the accrual or payment of any Plan Benefits.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Tax Withholdings |
380f7ce1-f9ca-44f9-a51e-8f019414cbe2 | Clause:
With the exception of any written confidentiality agreement by and between the Company and Purchaser, the Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, underst... | Label: Entire Agreements |
8885288c-2e99-4cdd-a995-a92f9aa4b5b5 | Clause:
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s ... | Label: General |
3b5ef2f2-9e67-4316-82b1-c3a6d66b5c81 | Clause:
Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: General |
f8929265-cbc0-4e17-8bc3-4028deedf2cf | Clause:
This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. Facsimile signatures and other electronic signatures shall also constitute originals.
Task: Classify this clause into ONE of these types ... | Label: Counterparts |
bcfd45be-95b7-493b-a7e7-0f1397158487 | Clause:
If, at any time, all or part of any payment with respect to Senior Indebtedness theretofore made by an Issuer or any other person is rescinded or must otherwise be returned by the holder of Senior Indebtedness for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization... | Label: Miscellaneous |
e1ba1a2d-06f9-41cd-b3eb-edd0846aeba7 | Clause:
The Board of SG Blocks, Inc. (the “ Company ”) adopted the SG Blocks, Inc. Stock Option Plan effective as of October 26, 2016 (the “ Effective Date ”), with 1.5 million Shares reserved for issuance thereunder, subject to stockholder approval within 12 months thereafter in order to authorize the issuance of Ince... | Label: Amendments |
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