id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
7cb906f2-c628-4498-870a-a4b44440186d | Clause:
The Company is a corporation duly organized and validly existing under the laws of the State of Delaware.
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, ... | Label: Organizations |
beb30298-fc67-4a3b-bb91-aac51205ec04 | Clause:
If the Participant dies, this Option shall thereon terminate, except that this Option may be exercised by the Participant’s legal representatives, heirs, legatees or distributees, to the extent otherwise then exercisable, for a period of six months from the date of the Participant’s death or until the Expiratio... | Label: Death |
d24e6e4d-494d-4484-9851-144017a21e54 | Clause:
Each Borrower and each Lender hereby acknowledges and agrees that each Lender and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any Borrower and its Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Disclosures |
447687d3-a457-4ed6-bafe-1e4cef60a9f1 | Clause:
All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email as follows: (i) if to any Guarantor, in care of Crawford and at its address for notices set forth in the ... | Label: Notices |
ca0b43e1-b7c9-4419-9662-70f7370ac801 | Clause:
If the Total Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders (including... | Label: Effective Dates |
330ccf75-f793-450c-8e4c-4af6c219b70a | Clause:
Each of the Members acknowledges that they, and their respective counsel, all substantially participated in the negotiation, drafting and editing of this Amendment. Accordingly, the Parties agree that the provisions of this Amendment shall not be construed or interpreted for or against any Member based on autho... | Label: Construction |
5a62ff73-ee8b-45ee-9134-5c6a7b35ea1d | Clause:
Each party shall be responsible for its own fees and expenses; provided, that the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, the costs associated with any legal opinions required to be rendered to the Company’s transfer agent in conn... | Label: Fees |
3efe397b-76ea-4f84-90d0-03041686b0ff | Clause:
The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and the Investor(s) holding a majority of the then-outstanding Registrable Securities held by the Investor(s) and its assigns; provided , that any amendment, ... | Label: Amendments |
a73c1e0f-53a7-4f98-8efe-64e9667fc926 | Clause:
During the Employment Term and through March 15, 2020, you agree that you will make no disparaging or defamatory comments in any respect regarding the Company, its products or services , or its directors and officers. Similarly, the directors and officers of Company will not make disparaging or defamatory comm... | Label: Non-Disparagement |
81bdb727-bdcf-44e9-93eb-35fc0f1e6878 | Clause:
The Company shall, by 4:30 p.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and within the time required by such form issue a Current Report on Form 8-K including the Transaction Docum... | Label: Publicity |
256c8835-d940-4b4d-958b-2b746deda24d | Clause:
Each of the Subsidiary Guarantors and Unencumbered Property Subsidiaries and each of the Subsidiaries of the Borrower and REIT (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and... | Label: Subsidiaries |
6b1a91c2-ffca-4577-898c-fb2727d38d78 | Clause:
The Administrator may accelerate the vesting of all or a portion of the PSUs or Dividend Equivalents in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain ev... | Label: Adjustments |
d8038afe-28c4-4761-a5f1-b702f6a38159 | Clause:
In any action at law or in equity to enforce any of the provisions or rights under this Grant Agreement, including any arbitration proceedings to enforce such provisions or rights, the unsuccessful party to such litigation or arbitration, as determined by the court in a final judgment or decree, or by the panel... | Label: Costs |
23c57e87-f920-4184-a42a-79e7b41d9c2e | Clause:
The Company shall indemnify the Executive, to the maximum extent permitted by applicable law against all costs, charges and expenses incurred or sustained by her in connection with any action, suit or proceeding to which he may be made a party by reason of her being an officer, director or employee of the Compa... | Label: Indemnifications |
7c5139d0-edb7-4b53-a41a-14ad11557bed | Clause:
This Agreement shall not be assigned to other parties.
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: Assignments |
46c72059-acac-4ced-9ee5-8ad9cd19d7f6 | Clause:
If the Optionee becomes disabled prior to the Expiration Date, then this Option may be exercised by the Optionee or by the Optionee’s legal representative.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Disability |
54e512dc-1ae7-45cb-9080-3659e8d6d339 | Clause:
This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement, including the Original Agreement and (b) is not intended to confer... | Label: Entire Agreements |
cb58f7d1-06ad-44ed-ad34-2259c6c0bf92 | Clause:
Seller (or an affiliate of Seller on behalf of Seller) and Buyer (or an affiliate of Buyer on behalf of Buyer) are parties to a non-disclosure agreement with respect to Seller and the Business (the “NDA”). To the extent not already a direct party thereto, Seller and Buyer hereby assume the NDA and agree to be ... | Label: Confidentiality |
5850f5a0-9bb0-46d2-9115-a45cd7c46210 | Clause:
AMH shall pay to NMM successive quarterly installments comprising all accrued and unpaid interest on the principal balance hereof from time-to-time outstanding at the Prime Rate plus one percent (1%), commencing on the first day of the first month immediately following the execution of this Note, and continuing... | Label: Interests |
9d805070-d6bc-43e5-826c-342a891e3cdb | Clause:
Notwithstanding anything to the contrary herein, this Letter Agreement may be terminated at any time prior to the closing of the Purchase Transaction, (A) by mutual written consent of the parties hereto, (B) automatically, and without any action of any of the parties hereto, upon (x) any valid termination of th... | Label: Terminations |
935a77a0-c9cd-46a0-875f-519073914ac8 | Clause:
Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payments or provide any benefit under Section 2.1 hereof, unless the Covered Employee executes a valid and binding release in the form established by the Company that becomes effective no later than the 60 th day fol... | Label: Releases |
dbe7b659-6c11-42b3-91b8-07f4d0911606 | Clause:
Guarantor is solvent and is not rendered insolvent by the obligations undertaken in this Guaranty. Guarantor is not contemplating either the filing of a petition or proceeding under any state or federal bankruptcy or insolvency or reorganization laws or the liquidating of all or a major portion of Guarantor’s ... | Label: Solvency |
795e980f-c43b-4d0c-ac19-b4e27390e086 | Clause:
For purposes of this Section 2.18, the term “ applicable law ” includes FATCA.
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... | Label: Defined Terms |
11247998-bd6e-40cd-bcad-3be65067ea51 | Clause:
All material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the originator of such 2017-1 Lease Agreement in connection with (a) the origination or acquisition of such 2017-1 Lease Agreement, (b)... | Label: Approvals |
93065b7e-a2c4-4b37-afb7-debb777f507d | Clause:
The Parties do not intend to violate any public policy or statutory common law. However, if any sentence, paragraph, clause or combination of this Agreement is in violation of any law or is found to be otherwise unenforceable, such sentence, paragraph, clause or combination of the same shall be deleted and the ... | Label: Severability |
a39156e4-374b-424b-83da-d74fff68d69a | Clause:
Seller shall jointly and severally indemnify Buyer and hold Buyer harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Buyer resulting from any breach of any repr... | Label: Indemnifications |
b7230a15-fe15-4a0f-a837-a289dd75f676 | Clause:
THIS AMENDMENT AND THE EXISTING CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BE... | Label: Entire Agreements |
68ec0566-7378-4235-b591-a52a6e9dc7a6 | Clause:
Except to the extent necessary for proceedings relating to enforcement of the arbitration agreement, the award or other, related rights of the Parties, the fact of the arbitration, the arbitration proceeding itself, all evidence, memorials or other documents exchanged or used in the arbitration and the arbitrat... | Label: Confidentiality |
8efa1788-c749-4c85-add8-878f6ae7b57b | Clause:
Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently condu... | Label: Compliance With Laws |
07aeffd4-877c-4c19-b146-f82081db65a1 | Clause:
Each Borrower will not, and will not permit any Loan Party Subsidiary to, use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated h... | Label: Use Of Proceeds |
2d6d05ab-83f1-45b3-bb65-d8176914474a | Clause:
This Agreement shall inure to the benefit of and be binding upon the successors, heirs, personal representatives, and permitted assigns of the parties. This Agreement is freely assignable by the Escrow Parties; provided, however, that no assignment by such party, or it successors or assigns, shall be effective ... | Label: Assignments |
3cfc8bce-d0cb-4593-9c1d-cd310c5cffcd | Clause:
Seller and Purchaser hereby covenant and agree that, at all times after the Effective Date and continuing after the Closing, unless consented to in writing by the other party (which consent may be granted or withheld in the sole discretion of the party whose consent is being requested), no press release or othe... | Label: Confidentiality |
a11c185f-7480-4aa4-9e7f-73992efe0b89 | Clause:
In case any one or more of the provisions of this Agreement shall be held by any court of competent jurisdiction or any arbitrator selected in accordance with the terms hereof to be illegal, invalid or unenforceable in any respect, such provision shall have no force and effect, but such holding shall not affect... | Label: Severability |
ac06ef93-89ce-4a92-876c-7e20e3b6757b | Clause:
The Borrower shall use the proceeds of the Initial Term Loans, solely as set forth in Section 4.16. The Borrower shall not request any Term Loans, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the pro... | Label: Use Of Proceeds |
dece1a9d-3db1-4532-b023-cefce7de1b29 | Clause:
The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such Closing. From the date of this Agreement until such Closing, before and after giving effect to the issue and sale of the Notes (and the... | Label: No Defaults |
2f904152-6231-4a54-88b2-1e9507edf185 | Clause:
This Agreement may be changed, amended, terminated, modified, extended or superseded, or compliance with any term or condition hereof may be waived, only if agreed to in writing by the parties hereto, or in the case of a waiver, by the party waiving compliance. No waiver by either party hereto of any provision ... | Label: Modifications |
53725f94-9dae-4264-b33d-657d2f49b373 | Clause:
All notices, demands, statements, designations, approvals or other communications (collectively, " Notices ") given or required to be given by either party to the other hereunder shall be in writing, shall be (A) delivered by a nationally recognized overnight courier, or (B) delivered personally. Any such Noti... | Label: Notices |
5448c8ba-c7b5-4acc-bed3-4c058e363e32 | Clause:
The parties hereto agree that the Existing Escrow and Security Agreement is hereby amended and restated in this Escrow and Security Agreement, and this Escrow and Security Agreement shall constitute neither a release nor novation of any lien or security interest arising under the Existing Escrow and Security Ag... | Label: Amendments |
cbb4becd-10bc-4f63-b9bf-74f625867ae2 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
8cce715e-5bc7-4b2a-b742-a7438aa98241 | Clause:
A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and Borrower shall not be required to pay, such Lender’s portion of the Unused Revolving Loan Commitment Fee during the time such Lender is a Non-Funding Lend... | Label: Fees |
9b454fd2-dcb6-40d9-9f7e-08e9da6754f2 | Clause:
This Agreement may be amended only by a written agreement signed by the Company and the Director. However, the Company may unilaterally amend this Agreement to conform with written directives to the Company from its auditors or banking regulators or to comply with legislative or tax law, including without limit... | Label: Amendments |
f95f2f00-1f6d-455c-a029-73669fd86f39 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Brokers |
6e76102c-60d2-4f02-a246-db0a17e7980c | Clause:
Executive acknowledges and agrees that, subject to receipt of Executive’s Severance Benefits, his employment and service ended effective as of the Date of Termination (as defined in the Severance Agreement), including with respect to all of the offices, directorships, appointments and other positions he holds w... | Label: Terminations |
b3c0e038-ddea-4fe7-82d7-6b62b5badf74 | Clause:
Each provision of this Agreement shall be construed as separable and divisible from every other provision, and the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision. Except as otherwise set forth in this Agreement, in the event that a court, arbi... | Label: Severability |
33381691-35e7-4db8-8d33-00aac0fd979c | Clause:
The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted... | Label: Severability |
774517e2-6a65-4462-b9a8-7d1b87a73177 | Clause:
The term of the Lease shall commence on the later of (a) July 1, 2017, or (b) the date Landlord delivers the Upper Floors to Tenant (the “ Commencement Date ”) and expires on the date that is two hundred forty (240) full calendar months following the Rent Commencement Date for the Upper Floors.
Task: Classify ... | Label: Terms |
ea89ef75-4749-413e-9b38-6bfe4ab4e7bd | Clause:
Guarantor agrees to the provisions of the Loan Documents, and, except as specifically set forth herein, hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Security Instrument or of any other Loan Documen... | Label: Waivers |
9ad4d12d-d3e3-48f5-baa1-eab229643f8c | Clause:
Compliance with the covenants in this Section 6.11 shall be measured by the information contained in any financial statements required to be furnished to Lender under Section 6.4 (and with any adjustments required as a result of the definitions of financial terms contained herein), or, if Lender deems it necess... | Label: General |
7aaa3568-cffc-4d9a-b589-6951dc75e7bb | Clause:
Subject to the terms and conditions set forth herein, in addition to the Revolving Credit Loans provided for in Section 2.01(a), the Company may request the issuance of Letters of Credit for its own account by an Issuing Lender, in a form reasonably acceptable to such Issuing Lender, at any time and from time t... | Label: General |
18244e5b-ee7c-4868-9ae5-5f94a192e3a4 | Clause:
All captions, titles and headings to sections, subsections, paragraphs, exhibits or other divisions of this Agreement, and the table of contents, are only for the convenience of the Parties and shall not be construed to have any effect or meaning with respect to the other contents of such sections, subsections,... | Label: Headings |
d0c1eb5a-9714-492b-98eb-6e59ddbf8b37 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or of a Lender Addendum by facsi... | Label: Counterparts |
1a0388dd-a855-446a-a6f4-ebef2f50a4f1 | Clause:
Each Party warrants and represents that such Party has full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a Party warrants and represents that he has been fully authorized to execute this Agreement on behalf of such Party and that such Party is bound b... | Label: Authority |
e5f38fcd-1e19-4944-b2f8-ecb3ba7ba857 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed p... | Label: Capitalization |
6c766f83-9633-4464-9455-f032fb1d51bd | Clause:
In the event any provision or section of the Agreement conflicts with the applicable law, such conflict shall not affect the provisions of the Agreement, which can be given effect without the conflicting provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Severability |
8196a248-2032-4780-ad53-6f794ef0a44a | Clause:
The Company and its Subsidiaries, on a Consolidated basis, are Solvent. No Obligor is planning to take any action described in Section 11.1(h) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Solvency |
99f69746-0a46-423d-9062-7ccec2b05f20 | Clause:
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1 .
Task: Classify this clause into ONE of these types (exactly o... | Label: Definitions |
3a42fa5d-3d88-4782-810b-5bb497602be7 | Clause:
All representations, warranties, covenants, and agreements of Guarantors in this Guaranty Agreement shall survive the execution of this Guaranty Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Survival |
00c3c692-5d8f-484b-ab59-39fed361368c | Clause:
To the fullest extent permitted by law, this Agreement shall not be assigned by either Party without the prior written consent of the other Party; provided that FCCG shall be entitled to assign all or any part of this Agreement to any transferee of all of its Shares, and such transferee shall, as a condition to... | Label: Assignments |
cdc2e595-858a-4c71-9fdf-e0d87768edd0 | Clause:
(a) Guarantor hereby waives, to the fullest extent permitted under applicable law, promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Lender protect, secure, perfect or insure any lien or any collatera... | Label: Waivers |
96f68592-de4a-4e1b-a1f7-61f087cb304a | Clause:
This Consent shall be binding upon and inure to the benefit of the parties hereto, and their heirs, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Binding Effects |
0644590e-9ace-40ac-acc6-679f48c467f7 | Clause:
Each of the FTAI Group Members has title in fee simple or good and valid title, as the case may be, to, or a valid leasehold interest in, or easements or other limited property interests in, all its real or immoveable property necessary in the ordinary conduct of its business, and good title to, or a valid leas... | Label: Liens |
ee08fd41-ca03-4fcd-a9d3-25dedd7c4ad0 | Clause:
If any provision of this Agreement is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inope... | Label: Severability |
804e794b-f2ac-4744-a385-19360a5489b3 | Clause:
All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Sublease.
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,... | Label: Defined Terms |
a357af4b-61a7-4368-af47-1e3ce934b699 | Clause:
Buyer shall be entitled to deduct and withhold from the Purchase Price otherwise payable pursuant to this Agreement such amounts as Buyer is required to deduct and withhold with respect to such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withhel... | Label: Withholdings |
aefa38a0-281a-4582-9db0-fa3b500b8930 | Clause:
This Agreement and all documents which have been or may be hereinafter furnished by Borrower to the Bank may be reproduced by the Bank by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible in evidence as the original itself in any judicial or ... | Label: Disclosures |
f0190805-3ebc-4a1f-9e8d-fdb03ba92bec | Clause:
The Company’s representations and warranties contained in Article III hereof shall be true and correct at and as of the Closing as though made as of the Closing Date (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) . The Compa... | Label: Representations |
fbfc27e8-3a12-424b-9310-554cbdf00fd1 | Clause:
Employee is engaged and shall serve as President and Chief Executive Officer of (i) Parent, (ii) Employer and (iii) any other direct or indirect subsidiaries of Parent that may be formed or acquired. Furthermore, Employee shall be Chairman of the Board so long as Employee is the President and Chief Executive Of... | Label: Duties |
8c9aeb96-1734-4966-a777-25eb9f8bc0bf | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(d) shall survive the termination of the Commitments and the repayment, satisfaction or discharge of all the other Secured Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Survival |
24423ec2-c80f-45ad-b64b-739934d4bfdc | Clause:
Notwithstanding the provisions of Section 2.3 and Section 4.3(a) hereof, the parties agree to work together in good faith to implement the provisions of such sections and any acts contemplated thereby in a manner that does not alter the economic arrangement among the parties, but that is tax efficient for the p... | Label: Cooperation |
8a9accc0-66de-4270-97fb-e957e672523c | Clause:
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifyi... | Label: Notices |
ee29da31-042f-4b03-b41a-01ff8bfd43ad | Clause:
(a) Maintain, with insurers that Borrower believes in good faith are financially sound and reputable, insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations in similar circumstances, including insurance with r... | Label: Insurances |
5099636d-a039-4bcd-8f0c-31441eec29c6 | Clause:
Each of the Parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each of the Parties agrees that, without posting a bo... | Label: Specific Performance |
237acb5f-5f36-4c52-a40d-751cd49d4290 | Clause:
The rights and obligations of the parties under this Loan Agreement shall not be assigned by a Borrower without the prior written consent of the Lender. Subject to the foregoing, this Loan Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.... | Label: Assignments |
b803ef7d-e00f-4b9c-a050-a8d0ac894b31 | Clause:
To the extent permitted by applicable law, any controversy or dispute arising out of, or relating to, this Agreement, or any alleged breach hereof, the parties voluntarily agree that said disputes shall be settled exclusively by arbitration in Pittsburgh, Pennsylvania, in accordance with Pennsylvania law, and s... | Label: Arbitration |
f919f2c1-a654-44e2-9e08-743e7b6e781f | Clause:
All disputes that arise from or relate to this Letter Agreement shall be decided exclusively by binding arbitration in Cook County, Illinois under the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitrator’s award shall be final, and may be filed with and enf... | Label: Venues |
3338def9-ccdb-479b-9ccf-09e662269a0b | Clause:
If any provision of this Agreement or the Note or the application thereof to any party thereto shall be invalid or unenforceable to any extent, (i) the remainder of this Agreement and the Note, and (ii) the application of such invalid or unenforceable provisions to any other person thereto, shall not be affecte... | Label: Severability |
40797ed2-cccc-4ad2-94bc-c37c15a25fa4 | Clause:
The Consultant shall not be entitled to any of the Company's employee benefits, including without limitation, medical, dental, vision, vacation pay, sick leave, group insurance, and other fringe benefits. The Consultant acknowledges that it is the Consultant's responsibility (financial and otherwise) to obtain ... | Label: Benefits |
d8137a41-e52b-4177-aac3-6216ea562ddd | Clause:
Except as disclosed on Schedule 5.23 , Seller owns or has the right to use, free and clear of all Liens, all Intellectual Property necessary to conduct the Business as presently conducted except where the failure to so own or have such rights, or the presence of such Liens, does not have, individually or in the... | Label: Intellectual Property |
d9765213-afa9-42da-a18e-192e7601faf3 | Clause:
Each party’s obligations under this Section 2.22 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
692f4b60-ec49-44eb-918b-284290d0cb4e | Clause:
In the event that any provision of the Plan shall be declared illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been a... | Label: Severability |
eff03ebc-48c5-467a-9ab8-98e2bf97e1c3 | Clause:
All Revolving Loans made or Letter of Credit Accommodations provided to or for the benefit of Borrower pursuant to the provisions hereof shall be used by Borrower (i) to finance the payment in full of any remaining outstanding Pre-Petition Obligations no later than one (1) Business Day after the Final Order Ent... | Label: Use Of Proceeds |
675d0b38-1fb9-4d30-8aa0-3a3e348b55bb | Clause:
All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by w... | Label: Notices |
fe3dff11-85ea-4df0-a9f9-d0aa8e0c8cfa | Clause:
This Agreement shall become effective only upon the occurrence of the Redemption.
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 Sal... | Label: Effective Dates |
72a17171-9842-4aed-9e3e-ee0eae8cf158 | Clause:
(i) The proceeds of the Term Loans made on the Closing Date shall be used to fund the Closing Date Cash Transfer, to pay fees and expenses related to Transactions and the Spin-Off and for general corporate purposes of the Borrower and its Subsidiaries (including for the consummation of any Acquisitions, Investm... | Label: Use Of Proceeds |
39d3baef-e44b-43a3-b271-1f6b0f195eb0 | Clause:
The Company agrees that it will not issue any press release or authorize any person make any official public statement that disparages you; provided however , that nothing in the foregoing shall be deemed to prevent the Company from complying with its disclosure obligations under applicable law, legal process, ... | Label: Non-Disparagement |
7b377ac6-514e-4abe-aaee-a8788f6834c8 | Clause:
(a) Faithfully preserve and protect (i) any Lien created or intended to be created under the Collateral Documents, and (ii) the a valid and enforceable perfected first-priority security interest under the UCC in the Collateral, whether now owned or hereafter acquired (subject only to Permitted Liens).
Task: Cl... | Label: Further Assurances |
2b832518-5599-4ca9-a6c4-7414a0948a2c | Clause:
Unclaimed amounts shall consist of the amounts of the Deferral Accounts of a Participant that are not distributed because of the Company’s inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, within a period of two (2) years after the date upon which the payment of an... | Label: Forfeitures |
340e76bc-4516-4470-853b-28c4e84d877d | Clause:
This Amendment may be executed by one or more of the parties to this Amendment in any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument. Delivery of counterparts... | Label: Counterparts |
c6d7dce5-eaf9-425b-9949-c07b1a62965b | Clause:
None of the officers or directors of the Parent and, to the knowledge of the Parent, none of the employees of the Parent is presently a party to any transaction with the Parent or any subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangemen... | Label: Transactions With Affiliates |
dc057503-9c03-4026-b1ed-8a3eff9d4e63 | Clause:
This Note will not bear interest and will be interest free.
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... | Label: Interests |
c988cafc-d290-44ad-be11-3cab56758a1b | Clause:
This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nebraska, without regard to its principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Governing Laws |
e1fd4ce2-e10d-401b-be45-8a566a159e63 | Clause:
From time to time, at the expense of the Lessees, promptly execute and deliver all further instruments and documents, and take all further action that the Lessee Representative may reasonably request, in order to perfect, protect or more fully evidence the purchases, sales and assignments and security interests... | Label: Further Assurances |
1c0b9e3f-b031-482b-be6e-2491578ca412 | Clause:
Each of the parties acknowledges and agrees that either party may terminate the Executive’s employment at any time, for any reason, with or without Cause (as hereinafter defined). Such termination shall be effected by the Company or the Executive, as applicable, by giving notice in the manner provided in Sectio... | Label: General |
b7e91dff-a2c0-4b3c-be85-973325ca0b70 | Clause:
If Taxes for the year of Closing are not known or cannot be reasonably estimated, Taxes shall be prorated based on Taxes for the year prior to Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Taxes |
2f737f6f-2014-4fb8-9683-0a8596790800 | Clause:
Each person executing this Agreement on behalf of a Party has the authority of the entity to execute this Agreement.
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: Authority |
68983317-a2be-4329-b622-7e36b281b4d2 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. Except to obtain equitable relief, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court lo... | Label: Venues |
c85a347c-341d-4055-86d7-9a4c84874516 | Clause:
Company and each Retail Entity is Solvent.
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 Effects, Books, ... | Label: Solvency |
615ad106-f779-422e-b120-d29e957b1c12 | Clause:
The Guarantor agrees to be jointly and severally liable for the payment of all reasonable fees and expenses, including Attorney Costs, incurred by any Floorplan Secured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought.
Task: Classify this clause into ONE of th... | Label: Expenses |
25a5d763-a3e0-46a1-9412-64283060ea60 | Clause:
If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.12 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or ... | Label: Enforcements |
8aa559bf-d5a5-4243-a53a-332db275f026 | Clause:
Unless otherwise specified in this Agreement, all indemnification payments required to be made under this Agreement shall be made within 20 days of the date of receipt by the indemnifying party of written notice of the amount owed, together with reasonable documentation showing the basis for the calculation of ... | Label: Payments |
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