id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
86460edf-4640-458b-b40c-715a9393b7ef | Clause:
Each of the Seller and the Guarantor shall preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Existence |
07653f05-6ef0-4290-8de7-cdc1f85efaca | Clause:
This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Governing Laws |
ac1e069e-a9bc-4472-a6fa-8cdc07552b8f | Clause:
A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements and material exclusive out-bound license or sublicense agreements (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the ... | Label: Intellectual Property |
9af13628-4ff4-465c-950a-b39e979da87e | Clause:
This Agreement along with the Offer Letter, Restrictive Covenant Agreement, and the Equity Documents, contains the entire understanding of the parties with respect to Executive’s employment and supersedes any prior agreements or understandings (including verbal agreements) between the parties relating to the su... | Label: Entire Agreements |
72684de3-3ad8-451a-858b-3264da4e794b | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of San... | Label: Governing Laws |
86d91e69-d13a-40b4-9897-1475ecf62232 | Clause:
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the corporate power and authority to carry on its business as it is now being conducted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Organizations |
e81d63af-c150-4236-8891-b6f499e38c6f | Clause:
Wherever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. The headings, captions or arrangements used in any of the Loan Documents are, unless specified otherwise, for convenience only and shall no... | Label: Construction |
4ebb5168-b3c2-4e21-8f61-67eaab3cf138 | Clause:
(a) Such Grantor (either itself or through licensees) will (i) as deemed advisable in the exercise of its reasonable business judgment, continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price list... | Label: Intellectual Property |
232833fa-7628-4df4-9a12-0468c2c4e1ac | Clause:
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration in the County of New York, New York before a single arbitrator selected jointly by the parties, or, if the parties cannot agree on the selection ... | Label: Arbitration |
2f913161-25de-4660-b0d1-6786a06683b0 | 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 |
5de6ed16-a9b3-4dce-8daa-9932a2c0c0f4 | Clause:
Save and to the extent that disclosure may be required by law or otherwise required by a court or arbitral tribunal or to enforce or challenge an award, or as may be required pursuant to the terms of financing agreements to which a party is bound, the parties undertake to keep confidential the existence, conten... | Label: Confidentiality |
f61cf643-d838-4ff7-9e66-969ca1dacd76 | Clause:
The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.22(f) .
Task: Classi... | Label: Assignments |
df9f5a80-446d-421e-aa6a-c4f61eea0416 | Clause:
It is understood and agreed that either the Company or Employee may freely terminate Employee’s employment at any time for any reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Employment |
04515541-dbb9-4300-8ee4-d995358902f9 | Clause:
It is the intention of both the Company and the Employee that the benefits and rights to which the Employee could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (“ Section 409A ”), to the extent that th... | Label: General |
a705ccfa-f24e-4e8e-b33b-8ad1aaddbaa9 | Clause:
Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securi... | Label: Amendments |
4376a49a-44e9-4a80-8614-f71186ba2380 | Clause:
Unless previously terminated, the Commitments shall terminate in full at 6:00 p.m. (New York Time) on the date a Mandatory Cancellation Event occurs or exists, for the avoidance of doubt, on such date but immediately after the relevant Mandatory Cancellation Event occurs or first exists. Additionally, each Lend... | Label: Terminations |
488893c0-8f7b-40c6-bf6b-97053340ec61 | Clause:
Effective from and after the Agreement Date, Licensor and, for so long as they retain any right in any Licensed Intellectual Property, the Additional Parties, if any, having any right in any of the Licensed Intellectual Property shall, and shall cause each of their respective controlled Affiliates having any ri... | Label: Existence |
940e2916-860c-4d43-86ca-93cad2f3ce24 | Clause:
This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or busines... | Label: Assignments |
76085c59-04dd-4f34-9337-60170ae40b72 | Clause:
Parent fails, or fails to cause each of its Significant Subsidiaries to, (a) keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and (b) to the extent deemed necessary or appropriate by Parent, maint... | Label: Records |
84fed6c9-1db4-42d6-9f7e-3a42f4ed616f | Clause:
The EIP may be amended or terminated at any time by the Board of Directors of the Corporation, and shall continue in effect until so terminated; provided however that no amendment or termination of the EIP shall adversely affect any right of any Participant with respect to any incentive payment previously made ... | Label: Amendments |
34f6cd5a-65c7-49d3-a928-6716069c4ca2 | Clause:
Each Party acknowledges that the remedy at law for any breach of this Section 9 may be inadequate, and the full amount of damages that may result from such breach may not readily susceptible to being measured in monetary terms. Accordingly, in the event of a breach or threatened breach by either Party of this ... | Label: Remedies |
72a2d34e-3f97-4118-97f4-0211bb071324 | Clause:
Subject to the terms of Section 17 of the Plan, any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Grantee under this Agreement without the Grantee’s co... | Label: Amendments |
5b040fd8-e492-431e-9a5f-1828b7d4ad14 | Clause:
By execution hereof, the Borrower and Guarantors certify that as of the date of this Amendment and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: No Defaults |
d76f748f-6ec8-46a6-a8a1-f2f0136fa0be | Clause:
Immediately before and after giving effect to the making of such Advance or the issuance, increase, amendment or renewal of such Letter of Credit, the Parent and its consolidated Subsidiaries are, when taken as a whole, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Solvency |
0401d81b-dae4-4306-9aa9-06408eccfe6a | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Placement Agency Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Jurisdictions |
ff7019f1-e533-4204-b3e6-495d3d8b93a6 | Clause:
As of the Transfer Date, no litigation, claim, demand, administrative or regulatory proceeding or governmental investigation shall be pending or threatened and no order, injunction, or decree shall have been entered that either (i) would reasonably be expected to have a Material Adverse Effect with respect to t... | Label: Litigations |
524ab826-0b32-47d8-bc7d-ed0f7722da13 | Clause:
No later than the second Business Day following the receipt by Purchasers of the Monthly Servicing Oversight Report for a calendar month, Holdings will remit to Seller in immediately available funds the Seller Monthly Servicing Fee and Performance Fees payable by Holdings to Seller for the related calendar mont... | Label: Payments |
a1213ca2-c926-4cd9-8bfb-79f93a1b1453 | Clause:
The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished, as applicable, 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 d... | Label: Financial Statements |
7d2c56bf-1a46-4c61-a067-8cac92e6ded1 | Clause:
At such time as the Guarantors cease to constitute “Borrowers” under the Credit Agreement this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or perform... | Label: Releases |
39ed824d-f69d-4b2e-baec-6ca0527a33a5 | Clause:
If any term or provision of this Separation Agreement or any portion thereof is declared illegal or unenforceable by any court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent such provision or portion thereof cannot be rende... | Label: Severability |
31e8aa3f-1222-4493-a27b-5e97521f08b7 | 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
155fe488-0614-4cf9-964e-555eeb724a55 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by electronic mail delivery of an electronic version (e.g... | Label: Counterparts |
7569201b-5078-4093-8f2c-d84c35af0b7c | Clause:
The representations and warranties of the Seller and Guarantor contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the ... | Label: Representations |
d928b814-1e0e-41b3-aee1-7245eab912ce | Clause:
THIS AMENDMENT AND LIMITED WAIVER SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE PROVISION SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this claus... | Label: Venues |
136bbba1-dc54-46e6-a534-edc658433988 | Clause:
Effective upon the execution and delivery of a note in the form attached hereto by the Company to Substitute Noteholder (the “ Effective Time ”), Noteholder hereby releases Company from all liabilities and obligations under the Note, and Noteholder shall mark the Note as of the Effective Time cancelled and deli... | Label: Releases |
4a8ce988-5e10-4362-93b7-549e7c0ce492 | Clause:
The representations and warranties contained herein shall survive the Effective Date for the applicable statute of limitations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Survival |
3d201255-7ba5-45f8-8670-b3e0e3391700 | Clause:
On the Closing Date after giving effect to the Transaction, the Companies and the Subsidiaries, on a consolidated basis, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Solvency |
d359731d-be14-448d-bfc9-1048da9a586a | Clause:
Other than consummating the transactions contemplated hereunder, such Buyer has not, nor has any Person (as hereinafter defined) acting on behalf of or pursuant to any understanding with such Buyer, directly or indirectly executed any purchases or sales, including "short sales" as defined in Rule 200 of Regulat... | Label: Confidentiality |
d82b91ac-1d85-46c2-b367-b25a8b29f6eb | Clause:
As of the Restatement Effective Date, no Credit Party has any Subsidiaries other than as listed on Schedule 5.7 . Except as expressly indicated on Schedule 5.7 , as of the Restatement Effective Date, each of the Subsidiaries listed on Schedule 5.7 is wholly-owned by the Credit Party or other Person indicated o... | Label: Subsidiaries |
dd58da88-3492-47d7-9188-7798deabd0fa | Clause:
You agree that both during and after any employment with the Company, regardless of how, when or why such employment ends, you shall provide reasonable cooperation to the Company and its affiliates in connection with any pending or future lawsuit, arbitration, or proceeding between the Company and/or any affili... | Label: Cooperation |
d190143a-8337-471d-97a9-54df0fe23a71 | Clause:
The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state and local taxes required by law to be withheld with respect to any taxable event arising as a result of the grant or vesting of the Performance... | Label: Withholdings |
20da49ff-ce86-4d95-8932-8a7804b1959f | Clause:
Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Severability |
0bae74a3-db15-4601-880f-f94d9fecf7f8 | Clause:
For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follo... | Label: Disclosures |
0998becf-c2f4-4403-982f-acb5778c6d67 | Clause:
This First Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile and/or other electronically transmitted signatures shall be effective for all purposes.
Task: Classify this clause into ONE of these types... | Label: Counterparts |
7e8217fc-36b7-4135-9574-aee7cbd79900 | Clause:
Any applicable Canadian Borrower shall notify the Canadian Administrative Agent by irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) by 10:00 A.M., Toronto time, three Business Days (Canada) prior to the date of the relevant borrowing in respect of ... | Label: Notices |
824f8679-bf24-46a8-a29d-84c92f1a9657 | Clause:
During the Change of Control Period, the Executive shall receive an annual base salary (“Annual Base Salary”) which shall be not less than the Executive’s annual base salary from the Company and the Affiliated Companies as in effect immediately before the Effective Date. Any increase in Annual Base Salary durin... | Label: Base Salary |
35c3e773-21e8-4038-ade7-0b27422a9e6b | Clause:
In the event of Employee’s Retirement, Death or Disability, all benefits generally available to Employer's employees as of the date of such an event shall be payable to Employee or Employee's estate, in accordance with the terms of any plan, contract, understanding or arrangement forming the basis for such paym... | Label: Death |
0420df30-db68-40d8-aa1c-4de664169187 | Clause:
(a) Withholding of Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to wi... | Label: Taxes |
ece540c6-30e6-41a4-b18a-e5fcc947476b | Clause:
The Option shall become immediately vested and exercisable upon completion of a Change in Control and remain exercisable through the Time of Termination regardless of whether Optionee remains in the employment or service of the Company. Notwithstanding any of the foregoing, in connection with a Change in Contr... | Label: Change In Control |
7afbfb16-c1c6-40c2-8d60-8027a78ad10c | Clause:
Wherever possible each provision of this Eighth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Eighth Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition o... | Label: Interpretations |
8ff6c6a6-0660-48f3-9c15-8217e5e66715 | Clause:
The Executive acknowledges and agrees that if the Executive or any other Executive Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against a Company Releasee with respect to any cause, matter or thing which is the subject of the release in t... | Label: Enforcements |
30bdfcaa-38bc-47da-81a0-64dabfa7be2e | Clause:
Any termination of this Agreement by a Party under any provision of this Agreement shall be effective only upon the provision of written notice to the other Party .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Notices |
9c99eaf6-e18e-444b-89bb-daeb920f4d7b | Clause:
During the course of arbitration, the Company will bear the cost of (i) the arbitrator’s fee and (ii) the cost of the initiation of the arbitration. Each party to such arbitration shall bear his, her or its own attorneys’ fees incurred in connection with the arbitration. The arbitrator will not have authority t... | Label: Costs |
f5fec365-e2e3-4a1a-8b2f-4b51a9ffa74b | Clause:
If any provision of this or the application of any such provision to any Party or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof or the application of su... | Label: Severability |
2ff9cf18-9d46-4c36-b21d-6b66f17c913f | Clause:
The Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty excepted, in accordance with industry standards and (b) maintain, with financially sound and reputable... | Label: Insurances |
961f3cf0-37b7-41a4-82fe-380e7231123e | Clause:
The Executive will be entitled to four weeks of paid vacation per calendar year in accordance with the Company’s vacation and paid time off policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the same manner as paid time off days for employees of the Company general... | Label: Benefits |
a718d2ad-6b97-43b4-a8cf-6359a4e79b8b | Clause:
On the Effective Date after giving effect to the Transaction, the Borrower and its Subsidiaries, on a Consolidated basis, are Solvent. On the Amendment No. 1 Effective Date immediately after giving effect to the Repricing Transaction pursuant to Amendment No. 1, the Borrower and its Subsidiaries, on a Consolida... | Label: Solvency |
c74e6a8b-ce4c-4726-a361-40593f0e4fa2 | Clause:
Unless otherwise determined by the Committee at the time of grant (or, if no rights of the Participant (or, in the case of his death, his estate) are reduced, thereafter), no Performance-Based Cash Award or pro rata portion thereof shall be payable to any Participant who incurs a Termination prior to the date s... | Label: Terminations |
d53dbe64-01ad-4c5e-9ae9-535de59bf92c | Clause:
Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the Credit Agreement (as amended hereby). Each reference to “hereof,” “hereunder,” “herein,” and “hereby” a... | Label: Definitions |
ea2b5913-2ee2-47f2-98b1-82a1c6f5f985 | Clause:
Subject to the terms and conditions hereof and in exchange for the consideration set forth herein, the parties agree to consummate the transactions contemplated by this Agreement at a Closing (the “Closing”) which shall occur in the presence of a Thai Authorized Official such as a Notary Public or other profess... | Label: Closings |
4ed28a04-4f86-476e-84b6-7301c9465cdb | Clause:
During the Tax Protection Period, if a Protected Partner elects to receive the units described in Section 3.1(a)(ii) , Section 3.2(a)(ii) , Section 3.3(a)(ii) or Section 3.3(a)(iii) with respect to a Fundamental Transaction and thereafter the REIT, the Operating Partnership or their successors fail to comply wi... | Label: Indemnifications |
578fdce1-56dc-4569-b035-939fe49f2308 | 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 that is payable by the Company, Parent or any of their respective subsidiaries in connection with the Transactions based upon arrangements made by or on b... | Label: Brokers |
574308ef-94f4-411b-ad1d-5e25a917fc0e | Clause:
Borrower will cooperate with Lender and the Rating Agencies, at no out-of-pocket cost to Borrower, in furnishing such information and providing such other assistance, reports and legal opinions as Lender may reasonably request in connection with any such transaction. In addition, Borrower acknowledges that Lend... | Label: Cooperation |
7a684e64-a551-45e2-82c3-c973cb8a9963 | Clause:
Each of the parties hereto shall execute such further instruments and take such additional actions as the other party shall reasonably request in order to effectuate the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Further Assurances |
11a46979-017f-4e42-b0e4-94edf379bb67 | Clause:
This Agreement embodies the entire understanding among the parties relating to its subject matter and supersedes and terminates any prior agreements and understandings among the parties with respect to such subject matter, and no party to this Agreement shall have any right, responsibility, obligation or liabil... | Label: Entire Agreements |
011077de-5249-458b-84fc-01e8f42fcd4b | Clause:
In the event of failure or threatened failure by either party to comply with the terms of this Agreement, the other party shall be entitled to an injunction restraining such failure or threatened failure and to enforcement of this Agreement by a decree of specific performance requiring compliance with this Agre... | Label: Specific Performance |
1b0c4cbe-bf74-4990-824e-9a95734af5eb | Clause:
This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Maryland.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Governing Laws |
edca4ed9-3b88-41e1-8231-4f8cb28a89de | Clause:
In the event of any conflict between the terms of this Amendment and the terms of the Agreement and any other amendment or addendum thereto with respect to the subject matter hereof, the terms of this Amendment shall control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Interpretations |
3c941014-7291-4328-bb07-3085e09c1f44 | Clause:
The Borrowers agree, jointly and severally, to pay to the Administrative Agent such fees as may be agreed to in writing from time to time by the Borrowers and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Fees |
ff0f9cbd-e947-4159-9af3-9fae4b648401 | Clause:
The Employer shall obtain and maintain for the Executive directors’ and officers’ liability insurance coverage and shall indemnify the Executive to the extent permitted under the Employer’s By-Laws and/or Certificate of Incorporation and/or any indemnification agreement between the Employer and the Executive.
... | Label: Indemnifications |
3f438c0c-6ba6-4d1f-8f29-1d28e6880fc0 | Clause:
Neither Party will issue or make any public disclosure, press release, media release or other public announcements with respect to this Agreement or the transactions contemplated hereby without the consent of the other Party, except (a) as required by law, regulation or court order, provided that, unless prohib... | Label: Confidentiality |
6dcef537-998e-457a-86bb-8b20902f7cbb | Clause:
Guarantor and Borrowers shall execute, acknowledge (as appropriate) and deliver to Lender such additional agreements, documents and instruments as reasonably required by Lender to carry out the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Further Assurances |
16ac0379-8e63-42ea-903e-dbdbaaeaaa4a | Clause:
Except as set forth on Schedule 4.5 , 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 one (1) year preceding the date hereof (or su... | Label: Disclosures |
56cd24a6-7924-40b7-b6c3-fcd544b713d4 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before January 24, 2017; ... | Label: Terminations |
c43ed382-77e2-440f-8fa2-719d8b8fbfb1 | Clause:
The Board of Trustees may delegate to any committee appointed by the Board any of the powers of the Board of Trustees.
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: Powers |
3b5b601d-8e9b-451a-909f-72934a6783fd | Clause:
The title of “Administrative Agent” is used solely as a matter of market custom and the duties of Administrative Agent are administrative in nature only. Administrative Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Administrative Agent have agency, fiduciary or... | Label: Duties |
221c4f5f-933a-4211-9938-799738f296ab | Clause:
Should any provision of this Award Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Award Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.
Task: Class... | Label: Severability |
a8e86c12-02b7-424b-a788-13a09497c589 | Clause:
Each of Buyer and its subsidiaries (i) is, and has been for the previous three years, in compliance with all Applicable Laws and (ii) to the knowledge of Buyer, has not received notice from any Governmental Authority that it is not in compliance with any Applicable Law, in each case except as would not, individ... | Label: Compliance With Laws |
0cd88efc-2448-4a95-b1f9-699f524623c5 | Clause:
The terms of this Article VI shall survive any termination of this Agreement and the Closing and delivery of the Deed. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the De... | Label: Survival |
c8b7c339-8329-4e87-b657-c200f3ee6575 | 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY O... | Label: Waiver Of Jury Trials |
9238359e-ad80-4028-8afe-4642cae7eeb4 | Clause:
The 2016 Form 10-K sets forth each Subsidiary of the Company as of the Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization and the percentage of the Company’s ownership of the outstanding capital stock or other owne... | Label: Subsidiaries |
fbacc8eb-c9a5-4d0f-9de6-62a3445fe80c | Clause:
No consent, approval, license, permit, order or authorization (each, a “ Consent ”) of, or registration, declaration or filing (each, a “ Filing ”) with, any Governmental Entity is required to be obtained or made by Seller which has not been obtained or made by Seller in connection with the execution and delive... | Label: Litigations |
0add0eab-222e-4172-95c0-c1fc243a9c77 | Clause:
All amounts required to be paid to the Company by the Guarantor pursuant to the provisions of this Guaranty (including, without limitation, pursuant to Section 2 and 10.1 hereof) shall bear interest from the date upon which such amounts are due to the date of payment thereof at a rate equal to 5% over the inter... | Label: Interests |
40e106a0-8224-4bd4-adcf-590e571a6a79 | Clause:
Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Fl... | Label: Notices |
ef30c55d-c671-4e43-8df8-08bf87430752 | Clause:
Any notice, request, instruction or other document given under this Agreement shall be in writing and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Executive, to the Executive’s address as shown in the... | Label: Notices |
0220bf18-2cc8-4ed3-9b5e-b70a09a8a01c | Clause:
If (i) (A) Maker breaches this Promissory Note or an Event of Default occurs and (B) this Promissory Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or Payee otherwise takes action to collect amounts due under this Promissory Note... | Label: Expenses |
7f9c667e-7c99-4770-b778-ee5b675a0e3a | Clause:
The Company shall pay Executive an initial annual base salary for 2017 at the monthly rate of $29,166.66 (equivalent to an annual rate of $350,000), payable in substantially equal periodic installments, in accordance with the Company’s standard payroll practices and applicable law (the “Base Salary”). Executive... | Label: Base Salary |
0429dcaf-8dac-4b20-a276-82876a455f7b | Clause:
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or else... | Label: Definitions |
e508dc76-d342-4f9c-b010-1bcaf35b3a6b | Clause:
Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service t... | Label: Terminations |
37b6416b-2501-4749-8d2b-fffb446dd141 | Clause:
The Borrower shall indemnify each Lender against any loss or expense (but not loss of profit or margin) that such Lender may sustain or incur in connection with any Loan made to the Borrower as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, w... | Label: Indemnity |
6b1597d0-4240-4ebf-a36b-de6ec3a67ca6 | Clause:
You agree to respect all confidences of Cogentix and to not, directly or indirectly, divulge any Confidential Information (as defined below) or trade secrets to any unauthorized person within Cogentix, or to any individual outside of Cogentix, without the express permission of an officer of Cogentix. You furthe... | Label: Confidentiality |
72a40a3a-84e6-4a41-8b1d-2a2f83737e7a | Clause:
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information, budgets, estimates and information of a general economic or industry nature) to any Agent or any Lender in connection... | Label: Disclosures |
fe886805-4021-4fba-b0f6-106304f40210 | Clause:
The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated balance sheets and related statements of income or operations, stockholders’ equity and cash flows of Holdings for the fiscal years ending March 31, 2015, March 31, 2016 and March 31, 2017, (iii) unaudited interim consoli... | Label: Financial Statements |
86880648-20de-4b12-8b25-cd2ef69cc054 | Clause:
A one-time Interest charge of 10% shall be applied to the Principal Sum. The Interest is in addition to the OID, and that OID remains payable- regardless of time and manner of payment by the Issuer. The Issuer may not repay any payment of Consideration after its Effective Date prior to its Maturity Date without... | Label: Interests |
ad1d28df-6bd9-4420-8bac-936ed99d5f1e | Clause:
The Seller shall pay to the Administrator, Purchaser Agents and Purchasers certain fees in the amounts and on the dates set forth in one or more fee letter agreements, in each case entered into from time to time by and among the Seller, (the Servicer if applicable) and the applicable Purchaser Agent and/or the ... | Label: Fees |
6a15e67b-87bb-4bd4-a158-9610b5522448 | Clause:
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLERS ARE NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS ... | Label: Warranties |
99795895-7a93-469c-9df7-c4448570fc40 | Clause:
Each of the parties hereto agrees that, subject to the satisfaction of the conditions set forth in Section 3 below, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated... | Label: Amendments |
a676f627-2638-42b5-b3e1-5a79ad51c698 | Clause:
In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable Legal Requirement, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired the... | Label: Severability |
20356e71-3af9-4e54-ad2a-2e9fce88eb4a | Clause:
In full and complete consideration for the Employee’s promises and undertaking set forth in this Agreement, following the eighth (8 th ) day following receipt by the Company of a fully executed General Settlement and Release Agreement from the Employee, the Company will provide the Employee the consideration, i... | Label: Payments |
0fbf51c5-39eb-4253-a569-df473d7bd68c | Clause:
This Lease incorporates the Terms and Conditions, and all exhibits attached hereto, as if set forth in full in the body of this Lease. Capitalized terms used but not defined in the Terms and Conditions have the respective meanings given to them above.
Task: Classify this clause into ONE of these types (exactly... | Label: Terms |
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