id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
7993c798-fcde-455c-a351-ab2a9102ba5f | Clause:
The Joint Lead Arrangers shall have received (a) the audited consolidated balance sheets of the Borrower and related statements of income, equity and cash flows of the Borrower for the three (3) most recently completed fiscal years ended at least 90 days before the Other Debt Refinancing Closing Date and (b) un... | Label: Financial Statements |
13455339-ed3e-434a-8d64-83c986c19ac8 | Clause:
Seller Parent, and Purchaser Parent shall jointly and severally , indemnify, defend and hold harmless the Escrow Agent from and against all loss, liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional fees and expenses which the Escrow Agent may su... | Label: Indemnifications |
2710bfae-4aea-4334-b3c6-14f715e9701c | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) one Trading Day after the date of transmission, if such notice or communication is delivered via, email to the email addres... | Label: Notices |
e1857134-53db-4e20-84bb-f88b04b101c1 | Clause:
The employment of the Executive under this Agreement (and the Employment Period) may be terminated in accordance with the provisions of this Section 4 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: General |
2f7c7fc7-11a2-4009-ac9b-fd12f3506e3a | Clause:
The Company shall by 9:30 a.m. (New York City time) on the third (3 rd ) Trading Day immediately following the date hereof, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the filing of s... | Label: Publicity |
6935d916-7e3e-482c-aa19-9fca385afe8b | Clause:
The agreements herein set forth shall be mutually binding upon and inure to the mutual benefit of each Guarantor and the Beneficiaries and their respective successors, provided , however , that neither Guarantor shall assign its rights or appoint a successor under this Guaranty without the prior written consent... | Label: Successors |
72e82f1b-e627-4191-9fc7-a0b226f048af | Clause:
Upon reasonable request and subject to the terms and conditions hereof, each party hereto shall execute and deliver to any other party such assignments and other instruments as may be reasonably requested by such other party and are required to effectuate the transactions contemplated by this Agreement.
Task: ... | Label: Further Assurances |
31a00c69-1a9b-457e-ab97-91e1187e1344 | Clause:
The Participant agrees not to disclose the existence or terms of this Award to any third parties with the exception of the Participant’s accountants, attorneys, or spouse, and shall ensure that none of them discloses such existence or terms to any other person, except as required to comply with legal process.
... | Label: Confidentiality |
29fa83bf-3386-4f93-b768-efc6a68a28c4 | Clause:
In addition to the defined terms set forth in Section 2 of the Agreement, the following terms, as used in this Exhibit A , shall have the meaning ascribed below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Definitions |
9a4d2a38-12d4-4642-afdf-a979db9db058 | Clause:
Schedule 4.1.18 lists all insurance policies currently maintained by the Company. Except as set forth in Schedule 4.1.18 , and subject to any applicable deductibles and/or retention amounts and limits set forth such insurance policies, the Company does not self-insure with respect to (i) any employee health be... | Label: Insurances |
9d8d4f80-101d-4eea-bf1e-8adcfa122ddc | Clause:
The Company may assign its rights under this Agreement. No other assignment is permitted except by written permission of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Assignments |
0e4e8184-5c90-4cec-b782-3935ebcc34fb | Clause:
To the best of its knowledge, BLKG has complied with all applicable statutes and regulations of federal, state, or other applicable governmental entity or agency thereof, relevant in its compliance to labeling and approvals of their products to be sold within the laws of the market its being sold to as this rem... | Label: Compliance With Laws |
ce5357b7-78a3-4cb5-983a-2687f489dc7f | Clause:
This Assignment Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws, except for Sections 5-1401 and 5-1402 of the New York General Obligations Law of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Governing Laws |
16a4fb9e-b6a5-408f-b0a0-3f06ec005d1b | Clause:
If any term or provision of this Agreement or the Amended Note Securities is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable by any rule of law or public policy, the term or provision that would otherwise be invalid, illegal or unenforceable shall be deemed amended to app... | Label: Severability |
cbf1add0-71fb-40e2-968e-3e8b1d03d1ab | Clause:
(i) The Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the third Business Day prior to the Amendment No. 2 Effective Dat... | Label: Fees |
459a14ed-4742-4e38-a389-9ef8daad1832 | Clause:
Each of First Data and First Data Hardware hereby agrees to do, at First Data Hardware’s expense, all such things and execute all such documents and instruments and authorize and file all such financing statements and financing statement amendments, in each case, as the Administrative Agent or the Company may r... | Label: Further Assurances |
1ead59b7-94c9-4a19-87eb-22690c98a532 | Clause:
If the Domestic Revolving Commitments are increased in accordance with this Section, the Agent, in consultation with the Lead Borrower, shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Agent shall promptly notify the Lead Borrower and the Domest... | Label: Effective Dates |
73e2e406-7155-4186-90f1-a6b1114aad65 | Clause:
Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof only by a written instrument executed by such Party. No delay on the part of ALTUM or PIVOT in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver o... | Label: Waivers |
25e2815d-5e6d-420e-992e-c70f204560c0 | Clause:
Each Group Member has filed or caused to be filed all Federal, state, and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on... | Label: Taxes |
535ee7ac-007f-4d45-baf4-526fa1c8f630 | Clause:
The June 30, 2017 consolidated financial statements of the General Partner, the Borrower and their Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial con... | Label: Financial Statements |
fd012e9b-e3f0-4f4e-916d-89ebe21f172d | Clause:
This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Ohio.
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: Governing Laws |
6794cb48-8f3a-4757-8a4d-cb2fc565c628 | Clause:
This Amendment No. 5 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 5 b... | Label: Counterparts |
5f90af32-8409-447c-991d-68c5c1547ee4 | Clause:
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers[, and existing and prospective cus... | Label: Non-Disparagement |
4978c334-7d0a-4704-877c-e878ead01383 | Clause:
As of the Restatement Effective Date and, following the Restatement Effective Date, as of the date of the most recently delivered Compliance Certificate pursuant to Section 6.2(b), (a) Schedule 4.15 (as modified by such Compliance Certificate) sets forth the name and jurisdiction of organization of each Designa... | Label: Subsidiaries |
a2d11637-d4fc-405e-85b8-ad4f48aa0b00 | Clause:
Any and all other rights of Borrower in and to the items set forth in subsections (a) through (h) above, and all amendments, modifications, replacements, renewals, extensions, supplements, restatements and substitutions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Agreements |
8fb0527f-472b-4046-beaa-8825b29c62a3 | Clause:
Executive agrees that he will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of the Company, or its good will, products, or business opportunities, or that is likely t... | Label: Non-Disparagement |
bac824d9-ee04-4ab6-acbc-305070a7dec2 | Clause:
This Amendment, together with the Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No... | Label: Entire Agreements |
2c5c8d81-0b78-4b4d-ac38-4988a65c908b | Clause:
The Borrower, its Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Pension or Welfare Plan. During the twelve-consecutive-month period prior to the Effective Date and prior to the date of any Revolving Credit Extension hereund... | Label: Erisa |
e66b5b28-4e9b-4775-ac31-407642a330b7 | Clause:
All assets owned by the Company are free and clear of all Liens, other than Permitted Liens.
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, Authorization... | Label: Liens |
6dcb54be-79a1-4bf9-b079-6544f61344ca | Clause:
This Agreement, the other Transaction Documents, the Confidentiality Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties he... | Label: Entire Agreements |
53b26565-f6d1-45f9-906e-bc69cd352196 | Clause:
Capitalized terms used and not defined herein have the respective meanings assigned such terms in the Annex of Definitions attached to the Transfer and Servicing Agreement (the “ Annex of Definitions ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Definitions |
7eb5b1a9-93e1-4c09-9b34-accc27d81598 | Clause:
THE BORROWER, THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PRO... | Label: Waiver Of Jury Trials |
a3bddd7e-99b0-4bd2-906b-4cbc4f39c75e | Clause:
The Company and its affiliates may withhold from any amounts payable under this Agreement all federal, state, city or other taxes required to be withheld pursuant to any law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Tax Withholdings |
d61ca5d0-02b6-4331-9b29-4f304502450f | Clause:
If any provision of this Settlement Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions ... | Label: Severability |
fe090e63-65ee-40db-8f45-f8ebdb1db21b | Clause:
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares, as applicable, at the Closing, and to issue the Common Stock issuable upon conversion of the Shares, has been taken ... | Label: Authorizations |
de0021fe-8c33-4e90-9621-361667514e0c | Clause:
Subject to the terms and conditions set forth herein, Borrower may request the Issuing Bank, and the Issuing Bank agrees, to issue Letters of Credit for its own account or the account of a Wholly Owned Subsidiary, in each case to support payment and performance obligations incurred in the ordinary course of bus... | Label: General |
5b1ddbeb-ece2-4b87-9163-70ff6c9b27bf | Clause:
It is understood and agreed that (a) the Yield Rate for any Rate Tranche may change from one applicable Yield Period or Settlement Period to the next, and the applicable Bank Rate, Base Rate or CP Rate used to calculate the applicable Yield Rate may, to the extent set forth in the definitions thereof contained ... | Label: Fees |
f7e56711-967f-4f3b-8141-e8318eeb7cf1 | Clause:
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
Ta... | Label: Governing Laws |
9f62ff4b-fb84-44a2-8bf6-a1939a624833 | Clause:
The parties acknowledge and agree that (a) each party may publicly disclose its entry into this Agreement and the consummation of the transactions contemplated hereby (by press release, filing of a Form 8-K, or otherwise), provided that it provides the other party a reasonable opportunity to review and comment ... | Label: Publicity |
9e660673-e0a7-400e-9c60-f08f4e927319 | Clause:
Each of the Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are reasonably deemed prudent and customary for the business for which it is engaged, and all such insurance policies are in ... | Label: Insurances |
1871bb55-bc62-4dd4-bbe7-6b2163b217e2 | Clause:
This Agreement and any non-disclosure agreements entered into by any of the parties hereto in connection with the Purchased Loans and the transactions contemplated under this Agreement that explicitly survive the consummation of the transactions contemplated hereunder constitute the entire understanding between... | Label: Survival |
ff59e3ee-f90e-4d68-b420-8b9a1ffce9d1 | Clause:
Schedule 3.13 sets forth a description of all material insurance maintained by or on behalf of the Company and the Subsidiaries as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Insurances |
c607ecb3-f8eb-4dee-b978-068926431770 | Clause:
This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile or electronic (e.g. pdf) transmission shall be ... | Label: Counterparts |
b6230494-77c7-47a8-b938-83458129ffa2 | Clause:
The Holder, as the holder of this Note, shall be entitled to such dividends paid and distributions made to the holders of Common Stock to the same extent as if the Holder had converted the convertible portion of this Note into Common Stock and had held such shares of Common Stock on the record date for such div... | Label: Participations |
d5ba27f8-e7cc-4e20-afc0-8e9f55ddd862 | Clause:
The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning, construction or interpretation of any provision of this Pledge Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Headings |
616d93ee-b085-427b-b1fe-7c1b0f2e8947 | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Applicable Laws |
87daefda-662a-454c-8ffe-c3b19a7c5956 | Clause:
Subject to the proviso in clause (ii) of Section 3.1(a) , each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that, unless and until the Discharge of Senior Lender Claims has occurred, it will not commence, or join with any Person (other than the Senior Len... | Label: Cooperation |
d134f071-2fb6-4968-b88d-932da0828a84 | Clause:
This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Registration Rights Agreement Party and the Issuer thereto, subsequent Holders of Registrable Securities, and ... | Label: Successors |
588402aa-9d2a-4980-bb01-7dca65d0aa4e | Clause:
To accept the Phantom Units, tandem DERs and Cash Bonus granted under this Agreement, you must login to Ceridian https://sourceselfservice2.ceridian.com/bwp and elect, within 30 days following the Grant Date, the time at which your vested Phantom Units and tandem DERs, if any, shall be paid to you (i.e., Paymen... | Label: Payments |
b9bd0767-b81b-414d-908c-2b3d957b4997 | Clause:
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from thi... | Label: Waivers |
332c4aab-5a4e-4b71-a0e4-8374557fe542 | Clause:
This Subscription Agreement shall be governed by, and construed in accordance with, the internal laws of the Province of British Columbia without regard to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Governing Laws |
d3f801ea-f38d-4d67-a6b2-a729fa441cf1 | Clause:
As of the Agreement Date, Part I of Schedule 7.1.(f) is a complete and correct listing of all real estate assets of the Parent, the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the average occupancy status of such Property for the period of twelve consecutive... | Label: Liens |
6249add0-1327-4a72-ae6a-73e6c3077d78 | Clause:
Each Subordinated Creditor shall execute, acknowledge, deliver, file, notarize, and register at its own expense all such further agreements, instruments, certificates, financing statements, documents, and assurances, and perform such acts as the Agent reasonably shall deem necessary or appropriate to effectuate... | Label: Further Assurances |
529bd320-bfe4-48be-8fb2-c416c630ae3d | Clause:
The Borrower shall utilize the proceeds of the Loans made hereunder solely for (i) the purchase of Transferred Receivables pursuant to the Receivables Transfer Agreement, (ii) performing its other obligations under the Receivables Transfer Agreement, (iii) paying fees and expenses related to the Receivables Tra... | Label: Use Of Proceeds |
3480ab54-01df-44bd-ad63-b1daab28fe40 | Clause:
The terms of this Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Participant and the beneficiaries, executors, heirs and successors of the Participant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Successors |
eb8a62d8-f665-4bcd-a480-f309c06c9520 | Clause:
The Executive agrees that at all times during and after the Employment Period, the Executive shall (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning th... | Label: Confidentiality |
168a220c-c761-46b2-ad33-e4aa6a5cf727 | Clause:
The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03 ) if Loans are being requested.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Notices |
0bc1c958-139d-4ff6-ac4d-060e32a11153 | Clause:
If the Participant becomes entitled to receive compensation or benefits under the terms of the Plan, such compensation or benefits will be reduced by other severance benefits payable under any plan, program, policy or practice of or agreement or other arrangement between the Participant and the Company (not inc... | Label: Agreements |
e811dd3f-9190-4463-9150-0abf23ce55d2 | Clause:
During the Term, Executive shall initially be paid an aggregate base salary at the rate of $72,000 per year (the “ Base Salary ”), payable monthly on the first day of each month, and in accordance with such payroll practices for the executives as the Company may establish. The Compensation Committee of the Boar... | Label: Base Salary |
ec41043a-ca75-4d9e-8407-5bf09866fc0d | Clause:
To the maximum extent permitted by Requirements of Law, each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under Requirements of Law... | Label: Waivers |
597a793b-0662-46e6-bbac-14bf3ed07cc4 | Clause:
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, the performance of all obligations of the Company hereunder and the authorization and exchange of the Replacement Shares for the Exchanged Shares pursuant hereto has been ... | Label: Authorizations |
3133583b-d841-4d55-b445-a23f32a407a0 | Clause:
The authorized equity securities of each of the Credit Parties (other than Sientra) as of the Closing Date are as set forth on Schedule 3.4 . All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens... | Label: Capitalization |
6186e215-c945-4cc4-99e7-922aea30072a | Clause:
The unpaid principal of and interest on the Loans, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitments, and the accrued and unpaid fees payable pursuant to Section 2.06 hereof, including, without limitation, any fees set forth in the F... | Label: Records |
f7c0d5ec-77b3-413c-904e-dd9c917a2d82 | Clause:
The waiver by either party of any right hereunder or of any breach by the other party will not be deemed a waiver of any other right hereunder or of any other breach by the other party. No waiver will be deemed to have occurred unless set forth in a writing. No waiver will constitute a continuing waiver unles... | Label: Waivers |
02c899f6-68f5-41ef-93ef-1f757a9be418 | Clause:
During the Term, Employee shall be entitled to receive the salary and other benefits set forth in this Section 3 as compensation for all services to be rendered by the Employee under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Benefits |
bffada85-9d57-49b7-b04c-a4084784d054 | Clause:
It is anticipated that an Employee may be transferred between Participating Employers, and in the event of any such transfer, the Employee involved will transfer any accumulated service and eligibility. No such transfer will effect a termination of employment hereunder, and the Participating Employer to which ... | Label: General |
1c491acb-c9a3-456a-9c0f-56646ead8418 | Clause:
This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this Article XI and the Final Maturity ... | Label: Assignments |
357da730-1c37-45d4-81b8-5570b8cf8069 | Clause:
The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws 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, Autho... | Label: Existence |
f8592853-19ef-4c11-aa10-f51771bc9aaf | Clause:
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date the... | Label: Financial Statements |
f7a45b8c-589c-4b4b-b788-8f699b562fba | Clause:
This Agreement has been duly executed and delivered by Seller and constitutes, and the Ancillary Documents executed and delivered by Seller when executed and delivered will each constitute, a valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms, ex... | Label: Enforceability |
752ab2de-dee6-4d1e-b2f3-926b97d4d9f1 | Clause:
Cessation of active employment due to commencement of long-term disability under the Employer’s long-term disability plan shall not be deemed to constitute a termination of employment for purposes of this Paragraph 10 and, during the continuance of such Employer-sponsored long-term disability plan benefits, the... | Label: Disability |
d5cdc750-1d70-4442-9fc5-ab491c9b0440 | Clause:
The obligation of confidentiality under this Section 28 shall survive the termination of this Agreement for a period of two (2) years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Survival |
91f6d5a9-996e-49dd-9fff-01e293600bef | Clause:
Except as would be in conflict with any specific provision herein, this Option Agreement is made under and subject to the provisions of the Plan as in effect on the Grant Date and, except as would conflict with the provisions of this Option Agreement, all of the provisions of the Plan as in effect on the Grant ... | Label: Construction |
9549526e-de8a-4737-b099-c230bc46f15b | Clause:
This Agreement embodies the entire agreement and understanding between the Obligors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Obligors and the Administrative Agent relating to the Collateral.
Task: Classify this clause into ONE of... | Label: Entire Agreements |
50edaa6e-e08e-4e41-93a5-aa5c8bd914a4 | Clause:
The Optionee shall, not later than the date as of which the exercise of the Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Board for payment of any federal, state, and local taxes required by law to be withheld on account of such... | Label: Tax Withholdings |
41cda49c-b9a6-4ebd-b45d-a159fd2f9f82 | Clause:
The validity of this Plan and any of its provisions shall be construed, administered, and governed in all respects under and by the laws of the State of New York (including its statute of limitations and all substantive and procedural law, and without regard to its conflict of laws provisions), except as to mat... | Label: Governing Laws |
d1e2747a-d89a-4bc6-9218-37dc6e65a119 | Clause:
This Agreement and the other Loan Documents (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as t... | Label: Governing Laws |
952414d9-5cc0-4f3e-97d9-d8ba1c3013cf | Clause:
Gatherer and Producer shall (a) carry and maintain no less than the insurance coverage set forth in Exhibit B , and (b) cause such insurance to be (i) the primary coverage without any right of contribution from any other insurance held by the other Party to the extent of the insured Party’s indemnification obli... | Label: Insurances |
a779f84c-ccd1-44b3-994f-02eda606fd9b | Clause:
The Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Buyer has been duly authorized by all necessary action on the part... | Label: Authorizations |
783f0fb7-2013-47fc-ad07-388cd5bdc3a8 | Clause:
This Agreement shall become effective on the Closing Date and shall supersede all provisions of the Credit Agreement dated as of May 17, 2013 (as amended or otherwise modified, the “Original Agreement” ), which agreement was amended and restated in its entirety by a First Amended and Restated Credit Agreement d... | Label: Amendments |
b17709bb-30e1-48a4-9939-1acf8787870d | Clause:
As of the Eighth Amendment Effective Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Amendment (including any Borrowings made on the Eighth Amendment Effective Date) on the Eighth Amendment Effective Date that would constitute a... | Label: No Defaults |
43bc5d00-5183-4983-938c-688c014d991f | Clause:
Upon the payment in full of the Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under t... | Label: Terminations |
0fd5c114-c8e7-464f-af91-8135ca5d4718 | Clause:
All of the direct and indirect subsidiaries of the Company 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, and all of the issued and outstanding shares of capital stock of each Subsidi... | Label: Subsidiaries |
d021f241-fbf4-4e9c-be3c-cc7495124ae9 | Clause:
The Borrower agrees to pay to KeyBank, Agent and Arranger for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to the separate fee letter dated September 29, 2017, between the Borrower, KeyBank and the Arranger (the “Agreement Regarding Fee... | Label: Fees |
e3954b7f-79b4-46ff-b97c-6bcef49d0106 | Clause:
Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Plan and agree expressly to perform any of the Company’s obligatio... | Label: Successors |
a15140fa-6043-42c0-820f-36a6817d93ae | Clause:
The Borrower undertakes that the Finance Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing under any of the Finance Documents be valid and binding obligations of the respective parties thereto and enforceable in accordance with their respective terms and that... | Label: Further Assurances |
5aef2ae0-e32d-4260-a194-f8a1a4ffa62f | Clause:
The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Loan Agreement ... | Label: Assignments |
492df14f-3d96-4337-af97-71b06d5a9919 | Clause:
The Company shall indemnify Executive to the maximum extent permitted by applicable law and the Company’s Bylaws with respect to Executive’s service and Executive shall also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company maintains such... | Label: Indemnifications |
d4042d75-961e-4c75-bedb-134a067d6a72 | Clause:
None, except transactions permitted by Section 8.8 of the Credit 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, Authority, Authorizations, Base Salary, ... | Label: Sales |
85b7467d-b300-436a-8dee-f69e9d6a3971 | Clause:
No document, certificate or statement delivered to the Lenders by or on behalf of the Borrower or any Guarantor in connection with the transactions contemplated hereby contains any untrue statement of a material fact, or omits to state a material fact required to be stated in order to make the statements contai... | Label: Disclosures |
e0a62318-378e-4c65-9c4e-fb9e1af963ab | Clause:
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Headings |
d8d7816b-e8c9-43e2-8090-73969ad0779b | Clause:
This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Joinder Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Ag... | Label: Counterparts |
6d656b5b-4af1-48c1-9f6a-3941cf5bf445 | Clause:
As to the Guarantors party to the Second Amended and Restated Guaranty, this Guaranty is an amendment and restatement of the Second Amended and Restated Guaranty and is given in renewal and replacement for such Second Amended and Restated Guaranty. Such Guarantors, though not required, hereby consent to the ter... | Label: Amendments |
9d82dc87-0fb4-4f89-b000-e350636c1a52 | Clause:
At full pay and without any adverse effect to his compensation, provided that all other terms and conditions of this Agreement are satisfied, Executive shall be entitled to five (5) weeks of vacation for each full calendar year during the term of this Agreement. Executive agrees to schedule his vacation leave i... | Label: Vacations |
76c18156-5903-4092-b2db-3b1c70bda0f7 | Clause:
Each of FNF and Splitco shall hold, and each of the FNF Group and the Splitco Group shall use its reasonable best efforts to hold, in strict confidence all information concerning the other party obtained by it prior to the Redemption Date or furnished to it by such other party pursuant to this Agreement pursuan... | Label: Confidentiality |
b80cd6ba-5c83-4833-ac0d-dc0ad41f565b | Clause:
It does not maintain or contribute to any Plan, nor has it maintained or contributed to any Plan within the preceding five (5) years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Erisa |
b144c854-3fbf-410b-8c7e-b8c9ed096e97 | Clause:
The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayme... | Label: Notices |
223cdb5b-8883-4a67-b0c7-66595fde910b | Clause:
The QPAC Registration Rights Agreement is hereby terminated and shall be of no further force and effect and this Agreement shall amend and restate in full the Novitex Registration Rights Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Amendments |
21661319-874f-44c8-a9c4-a6486529988f | Clause:
EACH OF THE ISSUERS, THE SUBSIDIARY GUARANTORS, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HE... | Label: Waiver Of Jury Trials |
18b3f2a1-063f-4ebe-a7fd-fb107c04dd2d | Clause:
An Assignment and Assumption of Intellectual Property with respect to the Property substantially in the form attached hereto as Exhibit 8.3.6 assigning the Intellectual Property to Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Assignments |
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