id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
36c3f337-2ab3-4eaa-9e0f-3e5c0818b872 | Clause:
The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the ... | Label: Successors |
3bce91ca-8da3-459e-990c-7e0a17a27e6a | Clause:
The Company has the corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and perfor... | Label: Authority |
71616bea-ad41-4074-afc6-9261571051ba | Clause:
In the event (i) any Participating L/C Issuer purchases a participation in the Letter(s) of Credit of its Limited Fronting Lender pursuant to Section 2.20(k) or (ii) any NAIC Tranche Lender acquires or is deemed to acquire a participation in the Letters of Credit of the other NAIC Tranche Lenders pursuant to Se... | Label: Participations |
1f820b68-ac93-4f7d-8d91-f26d0d182597 | Clause:
The term of this Agreement will commence with effect from 1 October 2017 to 31 March 2018. Either party may terminate this Agreement prior to expiration of the term by providing the other party with thirty (30) days’ written notice. Unless such termination is as a result of CONSULTANT’s failure to perform his ... | Label: Terms |
af5b0e71-9460-427e-8bf9-190a731cebc1 | Clause:
The Stockholder has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder, and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of ... | Label: Authorizations |
2d88dad0-84ef-49e7-84d0-932113798da2 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 225,000,000 shares of Common Stock, $0.0001 par value per share, of which 61,539,334 shares are issued and outstanding; and (ii) 25,000,000 shares of preferred stock, $0.0001 par value per share, of which ZERO shares are issued ... | Label: Capitalization |
f0c503d8-965b-470f-8829-74494367c662 | Clause:
Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 6.6 and except where the failure to have such title... | Label: Liens |
c9fcd429-7c78-4b2c-8bed-e3e2de10d756 | Clause:
The Company shall (a) by 9:30 a.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 (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
67ce25c0-7016-4289-aa90-eb00918b0430 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Bank and the Executive. Prior to the commencement of payment of benefits to the Executive or his beneficiary, the Bank, upon sixty (60) days prior written notice to the Executive, shall have the right to suspend, terminate or amend this Agree... | Label: Amendments |
c2ba0428-f37c-4670-b7ec-e9a2655f5459 | Clause:
During the Term of this Agreement, you shall perform all duties reasonably required of you in furtherance of your position as it relates to the Company’s business, provided all such duties assigned to you shall be consistent with the scope and dignity of your position hereunder. You will report to the Chairman ... | Label: Duties |
64fb574e-a241-4cdd-8344-ac912ba0ae00 | Clause:
Each of the parties irrevocably submits to the exclusive jurisdiction and service and venue in the U.S. District Court for the Southern District of New York or any New York state court located in the borough of Manhattan in the City of New York for the purposes of any action, suit or proceeding arising out of o... | Label: Submission To Jurisdiction |
1d8d99c4-f1a9-424f-9e76-c5deaedee090 | Clause:
Notwithstanding anything in Section 4.2 to the contrary, Supplement D-6 Participants shall be vested in their Retirement Contribution only upon completing three (3) years of Vesting Service as defined below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Vesting |
d55f5ae0-e321-4683-bae3-10a180730a0d | Clause:
If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof t... | Label: Severability |
d8e056df-31e0-40e9-8eeb-925b44f76f4b | Clause:
No failure to exercise and no delay in exercising any right, power or remedy under this Release shall impair any right, power or remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Rel... | Label: No Waivers |
f69d3ad5-1bb0-4a5d-87e5-8e9c69448b92 | Clause:
Except for ARA, a Newmark Company, no broker, agent or other person acting as such on behalf of such Member was instrumental in consummating this transaction and that no conversations or prior negotiations were had by such party with any broker, agent or other such person concerning the transaction that is the ... | Label: Brokers |
f6463f46-b90b-41c5-8e52-04c0215c206f | Clause:
Seller hereby sells, transfers, assigns, delivers and conveys to Buyer, its successors and assigns, all of Seller's right, title and interest in, to and under the Personal Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Assignments |
e12708a9-5b03-4131-b3da-b57c70eb1ecd | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Notices or other communication directed to you shall be... | Label: Notices |
9f3e9985-46ce-4f65-b8f7-3a01f1485391 | Clause:
All representations and warranties made under the Original Credit Agreement (as in effect on the Closing Date or any amendment, restatement or other modification thereto prior to the Second Restatement Effective Date), this Agreement and in any other Loan Document or other document delivered pursuant hereto or ... | Label: Warranties |
4c1c78d9-2a76-483c-bf31-14a790355223 | Clause:
Notwithstanding any other provision of the Plan, a Participant’s right or entitlement to exercise or otherwise vest in any Award not exercisable or vested at the Grant Date thereof shall only result from continued services as a Non-Employee Director or Consultant or continued employment, as the case may be, wit... | Label: Vesting |
953203ff-f758-44df-982e-53514c6723fa | Clause:
This Award is subject to the Plan. In the event of a conflict between the terms of this Award and the Plan, the Plan shall govern. For purposes of this Award and any determinations to be made by the Committee hereunder, the determinations by the Committee shall be binding upon the Participant and any transfer... | Label: General |
0ec9b35f-c416-442e-a01b-5d7e021641ce | Clause:
PHR and the Borrowers have disclosed or made available for disclosure to Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which PHR, the Company or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually... | Label: Disclosures |
0356b278-86bc-458e-bae5-b09e107132f6 | Clause:
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic deli... | Label: Participations |
7613eff3-0fc6-47ed-9805-27ea35fc5c21 | Clause:
A Stock Option may be an Incentive Stock Option or a Non-Qualified Stock Option. Only employees of the Company or any Parent Company or Subsidiary of the Company are eligible to receive Incentive Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitut... | Label: General |
f73c12ec-9df4-4cce-bfd5-59b6bd61a6fd | Clause:
This Agreement constitutes and contains the entire agreement among the Company and Investor regarding the subject matter hereof and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter h... | Label: Entire Agreements |
67883e56-79a6-4c30-86d3-a17d5b4fcba1 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
5715bc70-d44b-4f76-a949-cf35f5fcff79 | Clause:
Upon the occurrence of any Change of Control, unless the Required Lenders shall elect otherwise, the Commitments hereunder shall be automatically terminated in full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Change In Control |
9096ce17-7583-417e-b3cb-413aa6208f35 | Clause:
The initial term (the “Initial Term” ) of this Amendment begins on the Amendment Effective Date and ends on the third anniversary of the Amendment Effective Date. Following the Initial Term, this Amendment shall remain in effect for subsequent terms of one (1) year (each a “ Renewal Term” and collectively with ... | Label: Terms |
cfad1086-874b-4c00-97bc-ab22f2241cbe | Clause:
The execution and delivery of this Amendment by any Lender shall be binding upon each of its 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, Assigns, ... | Label: Successors |
13004f15-fa8c-43ff-8a20-aaa8d7f38bb9 | Clause:
The Loan Parties agree to promptly take such action, upon the request of the Agent, as is necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Further Assurances |
8af7b9dd-c611-48d5-9414-c57197bc893f | Clause:
Rook has all power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Rook and, assuming it has been duly and validly executed and delivered by the Stockholders, constitutes a legal, valid and binding o... | Label: Authorizations |
c285e9ac-e654-4700-aef7-f86f69834016 | Clause:
If a Change in Control occurs, the Participant will be immediately 100 percent vested in his Account and the earnings credited with respect thereto as of the date of such Change in Control. Any Supplemental or Discretionary Contributions credited to the Participant’s Account and any earnings credited with resp... | Label: Change In Control |
80eca93d-7b40-49a8-a05f-f4f67f607adb | Clause:
If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall n... | Label: Severability |
fda78c96-c067-410f-832b-5a7eb22397ca | Clause:
This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electron... | Label: Counterparts |
2abcab67-91ca-4792-b525-032be0ba749f | 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 its agents or counsel with any information that it believes constitutes or might co... | Label: Disclosures |
dc64d5ed-b5a4-4504-a6d1-da1abd2fc7d9 | Clause:
This Ninth Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Ninth Amendment by fa... | Label: Counterparts |
d92ec672-ed05-44f7-bbde-00e0b22fb8a3 | Clause:
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation as the Company may reasonabl... | Label: Expenses |
62e55db6-5823-43b3-b9f7-357bc0fb722b | Clause:
Each Party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby, except as provided in Section 2.2(e) and Section 8.2 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Expenses |
780d7b3e-2e33-4178-a296-9184faa366a0 | Clause:
This Agreement shall terminate and be of no further force or effect after the Effectiveness Period; provided , that the provisions of Section 5 and Section 6 shall survive any such termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Terminations |
a0fff24c-d969-4c6e-8ebf-335f37c9e5ea | Clause:
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the Administrative Agent’s office. Each Guarantor agrees that the provisions of Sections 5.4 of the Bridge Credit Agreement shall apply to such Guarantor’s obligations ... | Label: Payments |
647a3c57-2e57-4d22-93f9-581d67de9cef | Clause:
Neither the execution or delivery by the 12RT Shareholders of this Agreement to which the 12RT Shareholders are a party nor the consummation or performance by the 12RT Shareholders of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a viol... | Label: No Conflicts |
8bc9b3b5-5eb8-423e-9546-0b83d83da33f | Clause:
You will be eligible to receive the Company’s standard employee benefits package, including a health care plan that is similar to the plan available through Broad Peak. You will also be eligible to accrue paid time off under the Company’s PTO plan.
Task: Classify this clause into ONE of these types (exactly on... | Label: Benefits |
ef31204f-11fd-4c02-892b-7c9ae1c9c94c | Clause:
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and the right to exercise the Warrant shall be void thereafter; provided that, notwithstanding the foregoing, all agreement... | Label: Terms |
834f2951-4f92-40f5-8a01-fdd3e7d215b1 | Clause:
Each Obligor shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule thereof, in form reasonably satisfactory to Agent. Promptly upon req... | Label: Records |
ceb9b038-4830-4f7d-ae51-052468fb9797 | Clause:
This Agreement (including the Schedules and Annexes hereto), the other Transaction Documents, and the Power Purchase Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to th... | Label: Entire Agreements |
b25eec07-5962-4370-a7ea-8d9bcc8fe7d4 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, comply in all respects with all Requirements of Law (including the requirements of ERISA) applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the failure so to comply could no... | Label: Compliance With Laws |
7555a652-97fb-4cf0-98af-e74cc7cc190d | Clause:
During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid in accordance with the Company’s regular payroll practices in effect from time to time but not less frequently than in monthly installments. The Executive’s Base Salary shall be at an an... | Label: Base Salary |
26032772-cf9b-41ed-95c3-17b817cb1013 | Clause:
Indemnitor shall make any indemnification payment required under this Agreement promptly following request therefor (or, in the event that Indemnitor elects to participate in or assume the defense of a Lender Claim in accordance with this Section 2 , promptly after any settlement or entry of any final judgment ... | Label: Payments |
63b61ad2-40c7-44d4-9864-fd3ee9680468 | Clause:
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Stock Unit Award), the Participant’s Restricted Stoc... | Label: Forfeitures |
35352866-a6cb-4940-aa72-7892ddfc27c4 | Clause:
Assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c) have been obtained, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of the Backst... | Label: No Conflicts |
7c1c70bb-7588-4dc2-8ef7-0ab48b5823f7 | Clause:
Employee hereby acknowledges that the Company will be obligated to withhold taxes for amounts hereunder whenever includable in Employee’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law, including without limitation the right to deduct fr... | Label: Tax Withholdings |
44c1e715-f732-436d-b3fb-d5d4cb9bc135 | Clause:
Except for the approvals that have already been obtained and the authorization of the NYSE for the listing of the Purchased Units, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Auth... | Label: Approvals |
c0d11f87-a64f-4bd4-9c9a-d8e882b6f11d | Clause:
If any condition to a party’s obligation to close hereunder has not been satisfied by the Closing Date, such party shall notify the other party thereof, whereupon the other party shall have three (3) business days to attempt to cause such condition to be satisfied, and the Closing Date shall be extended to allo... | Label: Notices |
e13500e8-4ea5-4e12-997a-ebedda78e287 | Clause:
Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, franchises, licenses and Governmental Authorizations relating to its business; provided , no Credi... | Label: Existence |
ef36c654-a0ad-4d17-8f15-da609acee577 | Clause:
Except as provided below, during the Employment Period, the Company shall pay to the Executive a salary at a rate of $910,000 per annum pursuant to the Company’s normal payroll practices (the “Base Salary”). The Base Salary shall be reviewed on or before January 1 of each year following the date of this Agreeme... | Label: Base Salary |
f6a08894-a22e-4308-ae7e-d3386dceb280 | Clause:
These SARs shall in any event expire on the day before the tenth anniversary of the Grant Date.
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, Authorizat... | Label: Terms |
ccacbed7-17ea-4dbf-9dca-1054cf2c4114 | Clause:
The covenants, agreements, representations and warranties contained in or made in Sections 3(g), 4, 5, 6, 7 and 9 of this Agreement shall survive any Executive’s termination of employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Survival |
b6a700b1-6ea8-4184-b7fb-8bb6a767d195 | Clause:
The Buyer shall be entitled to deduct and withhold from any consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment or to otherwise take such action to satisfy any other Tax withholding and reportin... | Label: Withholdings |
d55d60e3-311c-400d-bd69-e50df825c1ab | Clause:
This Agreement supersedes any and all prior discussions and understandings between the parties and constitutes the entire Agreement between the Reinsurer and the Ceding Company with respect to the Policies. There are no understandings between the parties other than as expressed in this Agreement.
Task: Classif... | Label: Entire Agreements |
40971f30-91ad-4f09-a22f-d3a9bdaa9a57 | Clause:
The Borrower will, and will cause Newmont USA to, execute any and all further documents, agreements and instruments, and take all further actions that may be required under any applicable law or regulation, or that the Administrative Agent may reasonably request, to cause the Guarantee Requirement to be and rem... | Label: Further Assurances |
a6192fdc-dd58-4450-bf5a-a841fa2d7cb5 | Clause:
Any notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice to be given to the Participant shall be addressed to such Participant at the address maintained by the Company for such person or at such other address as the Participant may spec... | Label: Notices |
a5db868e-e6a8-4683-9b0c-6e4daa2d023a | Clause:
You acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applic... | Label: Withholdings |
2bd3f5e1-611b-4e18-b919-a3b9656bea59 | Clause:
Either Party may terminate Mr. Wagman’s services under this Agreement at any time upon 30 days’ 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, Approvals, Arbitration, Assignme... | Label: General |
aab3809f-814b-4d56-8dde-80260ae09b57 | Clause:
This Agreement contains and constitutes the entire understanding and agreement between the Parties hereto with respect to Executive’s separation from the Company, severance benefits and the settlement of claims against the Company, and cancels all previous oral and written negotiations, agreements, commitments ... | Label: Entire Agreements |
223f5f47-f047-4cfc-8d42-7778729ff55a | Clause:
This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
Ta... | Label: Effectiveness |
97448323-eecf-40e8-b3fb-bfd819db3876 | Clause:
The Lenders agree to indemnify the Administrative Agent and its affiliates and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower t... | Label: Indemnifications |
3efaf94b-d82b-485f-a890-2d77abce9a6a | Clause:
Subject to Section 162(m) of the Code, the Performance Goals, as well as the manner in which the Performance Share Award payment is calculated is subject to adjustment in the Committee’s sole discretion in accordance with Section 10(b) of the Omnibus Plan and the Notice. The Participant shall be notified of suc... | Label: Adjustments |
2624f0b4-4dbb-452f-9f8f-0fefae1ae159 | Clause:
Executive will be employed as President and CEO. Executive shall have supervision and control over, and responsibility for, the operations and affairs of the Company, and shall have such other powers and duties as may be form time to time assigned to him by the Board. In addition, Executive shall be selected to... | Label: Duties |
2f0adb3b-d85c-4ff4-8c7f-71cd4ba9d979 | Clause:
The Company shall pay to the Employee an annual base salary of $200,000 (the “Base Salary”), less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Base Salary |
53924f9e-edca-4536-b716-87bcc09f43a1 | Clause:
The Plan shall be construed and administered under the laws of the State of Delaware, except to the extent preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Governing Laws |
40a6d009-5132-4aa5-bc93-f56a90eb8d39 | Clause:
The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the... | Label: Cooperation |
d39e2359-abef-4fa0-9d11-496a1fc02275 | Clause:
The covenants and agreements of the parties set forth in SECTIONS 4, 5 and 6 are of a continuing nature and shall survive the expiration , termination or cancellation of this Agreement, irrespective of the reason therefor .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Survival |
d1447307-b1fb-4868-bc46-9498a6198ef4 | Clause:
The Borrower and each of its Subsidiaries is in compliance in all material respects with the requirements of all Applicable Law and all orders, writs, injunctions and decrees applicable to it or to its properties (except for Environmental Laws that are the subject of Section 6.12), and possesses all licenses, p... | Label: Compliance With Laws |
dcfa05f6-cf2f-4fb3-8fed-26fb19323c03 | Clause:
All covenants, agreements, representations and warranties made by Guarantor herein or in any of the Loan Documents or in any certificate, report or instrument contemplated hereby shall survive any independent investigation made by Lender and the execution and delivery of this Guaranty, the Loan Documents and su... | Label: Survival |
2e7dedfd-3e42-4a5b-b09e-1e5dca407838 | Clause:
From the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms, each of the Company and NHL will each afford to the officers and authorized representatives of the other full access to the properties, books and records of the Company or NHL, as the case may be... | Label: Records |
e74b9153-c3cd-4e9b-bf8a-092ab2e3bf6c | Clause:
All the accounts, books, registers, ledgers, GROWLIFE Board minutes and financial and other records of whatsoever kind of GROWLIFE have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflec... | Label: Books |
f384c54c-82a6-4cd3-a617-cfa8284c6fd0 | Clause:
In the event of Executive's termination of employment with the Company due to "Disability" (as defined herein), Executive shall be entitled to continuing payments of base salary (less applicable withholding taxes) until Executive is eligible for long term disability payments under the Company's group disabilit... | Label: Disability |
9d9c74cc-b750-48f6-bf1c-f4d2885b6454 | Clause:
Subject to the provisions of subsection (b) , (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable R... | Label: Interests |
67247fda-132f-4999-8dc3-7c04bcf6a729 | Clause:
This Plan shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Governing Laws |
46812d94-5f0f-4793-b3ab-0ffe4bd2eca7 | Clause:
THE RIGHTS AND DUTIES OF THE PARTIES UNDER THIS ASSIGNMENT AND ACCEPTANCE SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Governing Laws |
b3b9627e-bcc6-4523-8ac8-0b11ab9ceace | Clause:
Following the Executive’s last day of employment by the Company, the Executive shall reasonably cooperate with the Company and its Affiliates in connection with: (a) the transition of the Executive’s duties and responsibilities; (b) any internal or governmental investigation or administrative, regulatory, arbit... | Label: Cooperation |
8ca4d3f0-0811-407e-a73a-005532bb9bb4 | Clause:
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to each other Party, it being understood that the Parties need not sign the same c... | Label: Counterparts |
833e0ad1-85a6-49fc-8d00-d29885c83216 | Clause:
The Executive agrees that, after the end of his employment, he will refrain from making, directly or indirectly, in writing or orally, any unfavorable comments about the Company, its operations, policies, or procedures that would be likely to injure the Company’s reputation or business prospects; provided , how... | Label: Non-Disparagement |
bdbb2666-d916-491e-9367-2afabccc170c | Clause:
This Agreement and all of the other Financing Agreements set forth the legal, valid and binding obligations of Borrower, the Agent and the Lenders and are enforceable against Borrower in accordance with their respective terms. Should more than one Person be a Borrower under this Agreement or any Note, the oblig... | Label: Binding Effects |
23c13cf4-7d2d-4741-b039-d83d101f74a2 | Clause:
The Company has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to complete the Transactions, in accordance with the terms thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the Tr... | Label: Authorizations |
5195221e-2745-4f41-b9a6-2a8f10036845 | Clause:
The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company, the Partnership and the Participant with respect to the subject matter hereof. Without limiting the generality of the foregoing, the parties acknowledg... | Label: Entire Agreements |
8da68130-0e9d-41e4-a51a-af766289f2b2 | Clause:
Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than (a) those set forth on Schedule 6.09 hereto, (b) Restricted Payments permitted under Section 6.06 or Investments permitted under Section 6.02... | Label: Transactions With Affiliates |
9b1eea97-7eaf-4ed3-b6f3-2fd043f77700 | Clause:
The execution, delivery and performance by the Administrative Borrower of this Amendment, and the performance of the Financing Agreement, as amended hereby, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene any of its Governing Documents or any applicable Requirement of ... | Label: Authorizations |
2704711d-48dd-4295-879b-d5e9d5931ad1 | Clause:
The Company (and its subsidiaries) shall have right to make such provisions and take such action as it may deem necessary or appropriate for the withholding of any and all Federal, state and local taxes that the Company (or any of its subsidiaries) may be required to withhold.
Task: Classify this clause into O... | Label: Tax Withholdings |
a75771c6-2b99-4ede-a911-b7f052a9a81f | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party and each of its Restricted Subsidiaries owns or has the right to use all Intellectual Property and other rights related thereto necessary for the present conduct of its business, and operates their respective busines... | Label: Intellectual Property |
321fa344-7263-4612-9bba-3a2c6751668f | Clause:
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations ... | Label: Disability |
bae62129-9fb4-40e6-9455-16652839d494 | Clause:
(a) Subject to Sections 2(b) and 2(c), this Option shall terminate ten (10) years from the Date of Grant or earlier upon the expiration of (a) ninety (90) days following the termination of the Employee’s service with Sirius XM for any reason other than death, or (b) one (1) year from the date of death of the Em... | Label: Terms |
3fad3d75-18ed-4fa2-90b6-29607f2f778b | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON... | Label: Waiver Of Jury Trials |
5db42609-c4ed-4682-a61c-9738bd3c9261 | Clause:
Severance and other payments and benefits under the Plan will be subject to all required federal, state, and local taxes and may be affected by any legally required withholdings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Taxes |
010c3a11-f6ac-483f-b410-4d7143ce2704 | Clause:
Any notices to be given hereunder by either party to the other may be given either by personal delivery in writing or by electronic mail, read receipt encoded, or mail, registered or certified, postage prepaid with return receipt requested and shall be addressed to the parties at the addresses provided by the o... | Label: Notices |
cd960019-b776-4748-9b7e-482b5074c61b | Clause:
If a court of competent jurisdiction should rule that any provision of this Release is invalid, illegal, or unenforceable in any respect, such ruling shall not affect the validity and enforceability of any other provision thereof, and this Release shall be construed as if such invalid, illegal, or unenforceable... | Label: Severability |
ef60cea5-bddd-4cf9-9241-bdb7b001eb84 | Clause:
Each of the Company and FCCG acknowledges that a breach or threatened breach by such Party of any of its obligations under this Agreement would give rise to irreparable harm to the other Party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a ... | Label: Specific Performance |
019b77be-7942-4988-a426-e580153f7e34 | Clause:
Before and after giving effect to the making of the Advances on the Restatement Date, the Credit Parties are, when taken as a whole, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Solvency |
d95eaafc-92e9-4b43-a61d-4a2f1813bf6a | Clause:
The agreements in this Section shall survive the resignation of Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the occurrence of the Release Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Survival |
b276bb37-8ef7-4c51-8422-87a4e5207880 | Clause:
From time to time, at another party's request and without further consideration (but at the requesting party's reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated ... | Label: Further Assurances |
3312aa74-8baa-43c6-832e-1c991cd0851f | Clause:
Each of the Sellers has all requisite private limited liability company power and private limited liability company authority to execute and deliver this Agreement and the Seller Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and t... | Label: Authorizations |
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