id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
57e0def4-a2de-4ea6-ae3e-6ee3ed76bf7f | Clause:
The capitalization of the Company (including the authorized capital stock of the Company, the issued and outstanding shares of capital stock of the Company and the number of shares of capital stock of the Company is 17,405,359 . The Company has not issued any capital stock since its most recently filed periodic... | Label: Capitalization |
32ad311e-0f29-4afb-b418-7a90e9f27d9e | Clause:
Each First Lien Agent and Grantor may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to b... | Label: Specific Performance |
2149c8fc-0c6c-47b1-a2b5-de33c880d3c0 | Clause:
All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein as of the date of this Agreement are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens... | Label: Subsidiaries |
8c0b43e7-2219-412a-bf92-0f39d9198b7b | Clause:
Except as otherwise provided in Section 1.1, all notices, requests and other communications to or upon a party hereto shall be in writing (including facsimile transmission or similar writing) and shall be given to such party at the address or facsimile number for such party in Item 10 of the Terms Schedule or a... | Label: Notices |
6f5f5cd2-2e36-479c-97bd-d9ff25ee74a5 | Clause:
All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, address... | Label: Notices |
597f6473-88a1-41da-9c23-40e262b58333 | Clause:
The expenses of the Plan shall be paid by the Company.
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, Base Salary, Benefits, Binding Effe... | Label: Expenses |
410d81d2-4065-4c76-bb62-d53ed42b4ef4 | Clause:
Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 , 10.2.5 or 10.2.9 ; or permit any existing Subsidiary to issue any additional Equity Interests except director’s qualifying shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Subsidiaries |
8dd40bfc-29d2-4505-ab13-595db1fd2a29 | Clause:
In the event of a Change in Control, each outstanding purchase right shall be assumed or an equivalent purchase right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the purchase righ... | Label: Change In Control |
bdc18d9f-2055-4c88-a0ab-556264b0c9b3 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, as approved by the Board of Directors, including the repayment of short-term loans other than the Notes. The Company shall not use such proceeds for the redemption of any Common Stock or Common Stock E... | Label: Use Of Proceeds |
bcb61454-c056-46d1-97d8-95a6958f7cf5 | Clause:
No Contributed Entity: (a) owns any patents, registered trademarks, or registered copyrights, (b) has any pending applications or registrations for any trademarks, patents or copyrights or (c) is a party to any Contracts with respect to an exclusive license by such Contributed Entity of any trademarks or patent... | Label: Intellectual Property |
154bf7e5-e1f6-4da9-aba2-c7fe5cc38db1 | Clause:
If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded... | Label: Severability |
7b40c84f-2f2a-47f2-a2cc-740401d569fb | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting any Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adv... | Label: Litigations |
91272775-0d10-44a4-9873-fbc0342ecfd8 | Clause:
Borrower and each Lender hereby (i) submit to the exclusive jurisdiction of the courts of the State of California and the United States Federal courts of the United States sitting in the Northern District of California for the purpose of any action or proceeding arising out of or relating to this Note and any o... | Label: Jurisdictions |
6d046210-b979-4bab-9db5-7b519dfb185c | Clause:
Executive acknowledges that, while employed by the Company, Executive will occupy a position of trust and confidence. The Company and its Affiliates shall provide Executive with “ Confidential Information ” as referred to below. Executive shall not, except as may be required to perform Executive’s duties here... | Label: Confidentiality |
6794b96f-a30d-4e7a-8357-757127ae70da | Clause:
This Sixth Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
702846d9-d224-4459-908b-f0594737c41f | Clause:
(a) Subject to Section 2.04, this Guaranty Agreement and the Guarantees made herein shall terminate when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Terminations |
1228c3cf-99d2-4d5e-8a0a-f7d16959b48b | Clause:
The Original Agreement as amended by this Amended constitutes the entire agreement, both written and oral, between the parties with respect to the subject matter hereof, and any and all prior agreements with respect to the subject matter hereof, either written or oral, expressed or implied, are superseded hereb... | Label: Entire Agreements |
169913a0-1d53-4f8b-a315-1d086e31b721 | Clause:
The Company will pay to the Executive an annual base salary of $440,000, payable in accordance with the general payroll practices of the Company (“ Base Salary ”). The Base Salary will be subject to review at least annually by the Board for increase, but not decrease.
Task: Classify this clause into ONE of the... | Label: Base Salary |
44c44499-6fda-4dc3-b158-a5b62a39fb08 | Clause:
With the exception of Base Rate Loans, interest on Loans , Letter of Credit fees , Related Expenses and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate ... | Label: Fees |
cbb79002-fa80-45f4-96ae-50b771577a53 | Clause:
No failure by any Credit Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any ... | Label: No Waivers |
7d5dedc0-8edc-4d12-9d9a-0d32d77e7f6c | Clause:
Each of the Senior Agent, for itself and on behalf of the other Senior Secured Parties, and the Junior Creditor and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and t... | Label: Further Assurances |
46c33c9b-4894-4638-83aa-5e7e1a1f2911 | Clause:
This Agreement shall constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to the subject matter herein, including, the Subject Agreements;... | Label: Entire Agreements |
c43416ec-a380-4472-9a62-9ace4afff818 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) ... | Label: Governing Laws |
a08ca7f6-3788-4a7f-9585-72ca3ab1fad0 | Clause:
Without limitation of Purchaser’s rights under the special warranty of title in the Assignment, a Title Defect shall be and is hereby conclusively waived by Purchaser, Purchaser shall not be entitled to any adjustment for such Title Defect, and Seller shall not be obligated to cure such Title Defect, if: (i) Pu... | Label: Waivers |
8d448f8e-2eaf-4e9c-8dc1-dde26a64368f | Clause:
In the event any of the terms, covenants or conditions of this Agreement, its Exhibit(s) or the application of any such terms, covenants or conditions shall be held invalid, illegal or unenforceable by any court or administrative body having jurisdiction, all other terms, covenants and conditions of this Agreem... | Label: Severability |
d1b4d4b2-077b-4815-afcb-70526e3c668d | Clause:
Without limiting the obligations (including, but not limited to, the Obligations) of the Borrower hereunder, each Lender agrees to indemnify each of the Agents, ratably in accordance with its Proportionate Share for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, cos... | Label: Indemnifications |
639c4777-b8b9-4752-9387-b2351fb14d77 | Clause:
To Seller’s Knowledge, the Property and the operation thereof complies in all material respects with all applicable Laws and all Permitted Exceptions, including, without limitation, any applicable licensing requirements related thereto. The Seller has not received, within the last three (3) years prior to the d... | Label: Compliance With Laws |
31f9f1f0-5180-489c-85c5-123ce10f630a | Clause:
This Agreement, together with the New Convertible Notes Indenture (as applicable), constitutes the entire agreement among 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, App... | Label: Entire Agreements |
9968393d-b602-40c9-a95d-aee10b0af591 | Clause:
If any Federal or state tax withholding or payroll tax is required with respect to a Participant’s Virtual Retirement Benefit, Agilent shall make appropriate arrangements with the Participant for satisfaction of such obligation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Tax Withholdings |
52be61de-8bef-4ba1-9929-6306aefff4d2 | Clause:
The Company shall pay the Executive an annual rate of base salary of $180,000 during the period prior to the Company, through one of its subsidiaries, or by other means, obtains or acquires access for a license from a state to dispense cannabis (“License”) which shall accrue commencing as of the Effective Date ... | Label: Base Salary |
d0fbc588-e3d4-4eef-b4b4-c57695b54569 | Clause:
Borrower and each Borrowing Base Guarantor shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and Borrower shall submit to Agent inventory reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borro... | Label: Records |
1582b822-489c-424a-a648-f0d696474086 | Clause:
It is not necessary for Landlord to inquire into the powers of Tenant or its officers, directors, partners or agents acting or purporting to act on its behalf, and Guarantor shall be liable for the Obligations in accordance with their terms notwithstanding any lack of authorization or defect in execution or del... | Label: Authority |
528cf3e6-0115-480a-b76f-33fee0620cb0 | Clause:
On and after the execution of this Agreement, each party hereto shall execute and deliver to any other party such documents, agreements and other instruments as may be reasonably requested by such other party and are required to effectuate the transactions contemplated by this Agreement.
Task: Classify this cl... | Label: Further Assurances |
dcdc5381-3637-48c7-92bb-22462db44dfe | Clause:
Subject to Section 5 and Section 6(b) , payment for Vested PRSUs will be made in cash or Common Shares (as determined by the Committee) between January 1, 2019 and March 15, 2019.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: General |
7479051d-0b79-45f9-8be1-bd126ab4c859 | Clause:
This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivere... | Label: Governing Laws |
b5770440-899d-4715-82c2-58621952c338 | Clause:
The Investor is a corporation organized and existing under the laws of Ontario, Canada.
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, Ba... | Label: Organizations |
8951c0a5-ff83-4114-8378-70a73a62a686 | Clause:
With respect to any Participant who has a Separation from Service, an amount equal to the Participant’s Account balance shall be distributed to the Participant (or, in the case of the Participant’s death, to the Participant’s Beneficiary), in the form of a single lump sum payment or in the form of installment p... | Label: General |
6b36c580-5473-4b45-8593-b44507e96155 | Clause:
Except as set forth on Section 3.01(r) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has used any broker, finder, placement agent or financial advisor or incurred any liability for any brokers’, finders’ or similar fees or commissions in connection with any of the Transacti... | Label: Brokers |
d8b7877f-f460-4378-89f5-9d0115b54248 | Clause:
Any notice to be given hereunder shall be in writing and either delivered in person, by nationally recognized overnight courier, or by registered or certified first class mail, postage prepaid, addressed to such address of the parties as set forth on the first page hereof.
Task: Classify this clause into ONE o... | Label: Notices |
279f6a76-1c23-4b5e-a3d1-620c3bdf13db | Clause:
The submission of this Agreement for examination and review does not constitute an option to purchase the Property, an offer to sell the Property or an agreement to purchase and sell the Property. This Agreement shall have no binding effect on the parties unless and until executed by both Seller and Purchaser a... | Label: Binding Effects |
af1d76b2-9258-46e9-973c-7fccba868bc4 | Clause:
On the effective date of the Modification, Borrower agrees to pay a fee in the amount of Twenty-Three Thousand Eight Hundred Twelve and 50 /100 Dollars ($ 23,812.50 ) which sum represents the loan fee due .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Fees |
722357e1-85d8-44e7-98f2-2cb6aca27694 | Clause:
This Agreement is binding upon and will inure to the benefit of any successor or successors of the Company and any person or persons who, upon the death of Optionee, may acquire any rights in accordance with this Agreement or the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Successors |
1add2ddf-4451-41a5-94df-799960098cdf | Clause:
Upon the terms and subject to the conditions set forth in this Agreement, and except as set forth in Section 2.10 , at the Closing, Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, convey, transfer, assign and deliver to Buyer, all of Sellers’ right, title and interest in, to and ... | Label: Sales |
3bda3820-68a9-4bf3-a9b8-056475c9c7ef | Clause:
All issues concerning construction, validity and interpretation of this Plan and all Awards granted hereunder shall be governed by the law of the State of Texas, without regard to such state’s conflict of laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Governing Laws |
2ef1780d-f116-4fa8-8cc9-f5f46317d612 | Clause:
Any modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party. Additionally, this Agreement cannot be changed or terminated orally, but may be cha... | Label: Amendments |
4cea3ade-e5dd-4348-98ab-c7630c8e704f | Clause:
All rights and powers to manage and control the day-to-day business and affairs of the Company shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliat... | Label: General |
84db2fbe-7312-443b-b57b-69f7e82c0716 | Clause:
No change or modification to this Agreement shall be valid unless the same is approved by the Members in writing.
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: Amendments |
9c70f27d-67e1-4d07-bfc3-59b96d6989d1 | Clause:
The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as s... | Label: Capitalization |
471c498c-fb0c-4e53-8db1-4956f30523f2 | Clause:
All covenants and agreements of the Company and Investor contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Investor or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any ... | Label: Survival |
2c4f92fc-2999-40cd-ab3b-e596afd093da | Clause:
The number of Performance Restricted Stock Units awarded in Section 1.1 vesting, if any, shall be determined as of the PRSU Vesting Date. That number will be determined based on the average level of attainment of annual Performance Measure(s) for each fiscal year in the Performance Period, in accordance with th... | Label: Vesting |
8228d8e3-0585-44e8-9f56-72279ad0b1ca | Clause:
This Agreement will become effective as of May 1, 2017 (“ Effective Date ”) and continue until your resignation or removal, or until your successor is duly elected and qualified. Your position will be subject to re-election each year at the annual shareholders’ meeting and, upon re-election, the terms and provi... | Label: Terms |
1fd600bd-ad47-440f-8aaf-cc31333b322a | Clause:
All notices and other communications under this Restricted Share Agreement shall be in writing and shall be given by facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission by facsim... | Label: Notices |
184455f0-5f4f-476a-b51e-49e8c1d9df35 | Clause:
There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (i) against the Company or (ii) against any consultant, officer, director or... | Label: Litigations |
222c5e14-6869-4803-a06b-02da0ac5a178 | Clause:
Except as contemplated by Section 9.5 hereof, the Company is not obligated to pay any compensation or other fee, cost or related expenditure to any underwriter, broker, agent or other representative in connection with the transactions contemplated by this Agreement. The Company will indemnify and hold harmless ... | Label: Fees |
68a91ea5-1094-4969-85c2-d89befd2b48d | Clause:
In addition to the foregoing, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) appropriate to effectuate the existence and terms of the Incremental Notes evidenced thereby. Any such deemed amendment ... | Label: Amendments |
09949ed7-3fa3-4359-9a9e-5f53464ad973 | Clause:
Each of the Partnership and MHI Inc. has all necessary authority, power and capacity to enter into, perform its obligations under and consummate the transactions contemplated by this Agreement and the Transaction Agreements to which it will be a party. This Agreement has been, and each of the Transaction Agreem... | Label: Powers |
5d93ce90-c460-4a29-a7d4-c6fb6d9a6bff | Clause:
The Borrower will not, and will not permit any of its Subsidiaries or its Subsidiaries’ respective officer, directors or employees to, request any Borrowing or Letter of Credit or use the proceeds of any Borrowing and/or Letter of Credit (a) to fund, finance or facilitate any activities of or business with any ... | Label: Use Of Proceeds |
639fa7a1-9c84-47dd-85a9-1c09118a6e82 | Clause:
Each of the Borrower and the other Credit Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any court of the State of New York sitting in New York, New York and of the United States District Court of the Southern District of New York, and any appellat... | Label: Submission To Jurisdiction |
ef3cb22e-ac7e-45d5-8c77-83a41a20c36a | Clause:
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Option Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Titles |
6bf98043-1a5c-482e-bade-e3d7b87157bc | Clause:
If Holder experiences a Separation by reason of death prior to the last day of the Performance Period, Holder’s Beneficiary will not be entitled to receive any amount of Performance Cash pursuant to this Award. If Holder experiences a Separation by reason of death prior to the Vesting Date but on or after the l... | Label: Death |
5b29b1b9-797f-4196-b72e-aac7b50656c5 | Clause:
The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of... | Label: No Conflicts |
d3e8c057-5c7f-40db-a21d-98a1468d5b0d | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
6dd7953a-9f63-4252-94ee-db6218c5e06a | Clause:
This Section 8.3.4, the provisions set forth in the following Sections, as well as, to the extent applicable, any other Sections or defined terms referred to in such Sections or Articles or necessary to give them effect, shall survive any expiration or termination of this Agreement in its entirety: Section 4.1 ... | Label: Survival |
b9b2b91a-7863-45dc-89e8-9cdaf98f3692 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute, one and the same instrument. This Agreement shall become effective at such time as the counterparts hereof which, when taken together, bear the signature of the Borrower, ... | Label: Counterparts |
4cb5c812-9b1d-4b3c-a1aa-5ee2c2f991c1 | Clause:
This Agreement shall not be assigned by any Party without the prior written consent of the other Party, except to a Person which is a successor to all or substantially of the assets of the assigning Party. Any assignee shall be bound hereunder to the same extent as the Company. Notwithstanding anything to the c... | Label: Assignments |
bfeb39a9-ce84-41ef-ac34-de900fc6f53d | Clause:
Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by any Party without the consent of the other Party; except that any Party may, without such consent, assign this Agreement, in whole or in part: (a) to any of its respective Affiliates, provided , that th... | Label: Assignments |
0c442db3-31ee-4d50-95b4-c6e77c7bfef7 | Clause:
Executive acknowledges that he has been provided with the opportunity to consider this Separation Agreement for [twenty-one (21)][forty-five (45)] days before signing it. To accept this Separation Agreement, Executive must return a signed original of this Separation Agreement so that it is received by _________... | Label: Effective Dates |
b33fbfb0-f737-4a81-bb4f-6a8c9e8e9d66 | Clause:
Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Collateral Agreement, or if not defined therein, in the Credit Agreement. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this Agreement.
Task: Classify ... | Label: Terms |
9e38acac-48e9-4f15-a996-c7e64d691cdb | Clause:
Lender may hire or pay someone else who is not Lender’s salaried employee to help collect this Note if Borrower does not pay. Borrower will be liable for all reasonable costs incurred in the collection of this Note, including but not limited to, court costs, attorneys’ fees and collection agency fees, except th... | Label: Expenses |
8d83f29c-9f04-474c-ab83-b49187ed1655 | Clause:
Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section, exhibit and schedule references in this Amendment refer to sections, exhibits or schedules of th... | Label: Defined Terms |
6995a363-8c0a-4b01-9e03-ea90ee581422 | Clause:
This Amendment, together with the Agreement, the Security Agreement and the Intercreditor Agreement, including any further amendments, consents or waivers related thereto, contains the entire agreement of the parties and supersedes any prior or contemporaneous written or oral agreements between them concerning ... | Label: Entire Agreements |
cfacdfb9-628f-4151-9a2d-6a4561dc58cc | Clause:
This Agreement may be executed in two or more separate counterparts, any one of which need not contain the signatures of more than one party, but each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto. This Agreement and all of ... | Label: Counterparts |
cbbac82b-d5d2-4000-9cd4-2249daf61d56 | Clause:
Amendment and Modification of Loan Agreement. The Loan Agreement is hereby amended and restated in its entirety in the form attached as Exhibit A.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Amendments |
5438f8ed-ddab-43f9-82f2-1ff213781eda | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [ the ][ each ] Assigned Interest (including payments of principal, interest, fees and other amounts) to [ the ][ the relevant ] Assignor for amounts which have accrued to but excluding the Effective Date and to [ ... | Label: Payments |
3358904d-ad97-4ea9-b1d5-95753f4a4afe | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts ... | Label: Governing Laws |
df0ec38c-0b37-423d-b35a-478c8225242d | Clause:
The execution and delivery of this Agreement and the performance of such party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any material contractual obligation of such party.
Task: Cla... | Label: No Conflicts |
0b4cc104-6f1d-491c-9a08-08abe2b8632b | Clause:
This Agreement may be amended by the parties hereto, by action taken or authorized by, in the case of Victory, by Victory’s Board of Directors and, in the case of Navitus, by Navitus and its partners, as applicable. This Agreement may not be amended except by an instrument in writing signed on behalf of Victory... | Label: Amendments |
b917b006-99d9-4103-b23b-c489728f6216 | Clause:
The Seller recognizes and acknowledges that it has knowledge of confidential and proprietary information concerning the Company and their business as of the Closing Date, including information relating to financial statements, clients, customers, potential clients or customers, employees, Suppliers, equipment, ... | Label: Confidentiality |
11b0e2a2-186a-46f2-ae6e-0eb23378faea | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
a34485b0-acb8-4724-ba9f-0f28dd1a5753 | Clause:
Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Definitions |
e445b7a4-5873-4292-8d65-61a7b0a4b9bd | Clause:
Unless sooner terminated pursuant to Section 4 of this Agreement, and subject to the provisions of Section 5 hereof, the term of employment under this Agreement shall commence as of the date hereof and shall continue for a period of one year. The term automatically shall be extended by one day for each day of e... | Label: Terms |
d88f05aa-e773-4faf-b17b-481686d3e57d | Clause:
Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of ser... | Label: Transactions With Affiliates |
44d054a3-5f24-4078-a2c5-d3945c6a370b | Clause:
THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
deea5cc5-6f7b-4352-83ae-0a77d96100c3 | Clause:
This Retirement Date Separation Agreement and General Release may not be modified, altered or changed except in a writing that is signed by both Parties wherein specific reference is made to this Retirement Date Separation Agreement and General Release.
Task: Classify this clause into ONE of these types (exact... | Label: Amendments |
bafab2d1-c364-4c40-abf9-abaa4345de77 | Clause:
The term of this Sublease shall commence on January 1, 2018 (the “Commencement Date”) and shall expire on November 30, 2019 (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Terms |
3018747b-37d0-42f6-80b9-f281abfb066c | Clause:
This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, coven... | Label: Entire Agreements |
d6ace459-5f06-4067-9226-be90c14cd470 | 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 those that have been obtained or are in full force and effect (b) will not violate any (i) applicable law or regulation or any order of any Governmental Authority... | Label: No Conflicts |
4d7aa52f-fd5a-4c98-9b7c-664aff8b7cf0 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
e909a6d3-baba-4edb-abfd-0e2d35520261 | Clause:
This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the State of Georgia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Governing Laws |
afa86d8a-4f20-4c15-b577-af43898bc4a9 | Clause:
The Plan Administrator shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and governmental regulations issued thereunder relating to records of Participants’ service and Account Balances; notifications to Participants; annual registration with the Internal Rev... | Label: Records |
13f1df10-1be6-4b58-a91b-c1cbbae3e6b5 | 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 the Purchaser or their agents or counsel with any information that it believes constitutes material,... | Label: Disclosures |
f1889ba5-14c7-48d8-84f9-487fa9885b15 | Clause:
Upon the occurrence of an event set forth in Section 12.2 of the Plan, the number of RSUs subject to this Award Agreement shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Adjustments |
2a2ca045-8a98-4bdf-8ac9-28dabf856168 | Clause:
Parent has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which Parent or any Restricted Subsidiary is subject, and all other matters known to them, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither ... | Label: Disclosures |
76af8b78-0a88-4cb6-ba93-db6b08b18e5f | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations or events giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
27df97c9-f3cf-4c51-8145-8548664b3c24 | Clause:
This Assignment shall be governed by and interpreted and construed in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Governing Laws |
e3d05894-8f1c-425c-bede-08923000bd6e | Clause:
No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Note or any other Transaction Document up... | Label: Expenses |
f6f6831c-0e59-4d8a-bdd5-9be5b11463a2 | 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) the date of transmission, if such notice or communication is delivered via facsimile or e-mail at the facsimile number or e... | Label: Notices |
6f939b17-4a25-48ef-a6e5-33944dbf9771 | Clause:
THIS SUBORDINATED NOTE, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW... | Label: Governing Laws |
0fcfc5de-25cc-47e8-a643-9cc7ded3c17e | Clause:
Neither this Agreement nor any of Executive’s rights and duties under it is assignable or delegable by Executive. Any purported assignment or delegation by Executive will be null and void. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to sub... | Label: Assignments |
7f3d825a-a8d4-4304-b1a4-61458611025b | Clause:
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California without regard to conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
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