id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c8894009-9284-4284-9c47-8909d21db2ad | Clause:
Investor has tendered to the Company two (2) completed and manually signed copies of this Subscription Agreement and one (1) completed and manually signed copy a Rule 506 Disqualification Event Questionnaire. Simultaneously with tendering this Subscription Agreement, the Investor is delivering to the Company th... | Label: Payments |
5a97dd59-59dc-4f2d-8832-05df78d82970 | Clause:
Schedule 4.27 contains a complete and accurate list and summary of all Intellectual Property owned or possessed by the Companies, or which the Companies have the right to use pursuant to a valid and enforceable, written license, sublicense, agreement, or permission (collectively and together with the Intangible... | Label: Intellectual Property |
0a4f7d82-e436-4a1d-a95d-af99bc398d47 | Clause:
The Administrative Agent shall have received evidence of insurance coverage (including, for any U.S. real property subject to a Mortgage that is located in a flood zone, FEMA form acknowledgements of flood insurance) and endorsement to policies in form, scope, and substance reasonably satisfactory to the Admini... | Label: Insurances |
e7998574-92eb-400d-8546-34e151a88bb7 | Clause:
(a) The Loan Obligation Manager may be removed upon at least 30 days’ prior written notice upon the occurrence of a Loan Obligation Manager Event of Default, by the Issuer or the Trustee, if the Holders of at least 66-2/3% in Aggregate Outstanding Amount of each Class of Notes then outstanding, give written no... | Label: Terminations |
e8a12a7d-90c5-4205-8c83-76f822e7200f | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, .PDF or any other electronic transmission and any counterpart so delivered shall be deem... | Label: Counterparts |
178ffee9-254f-44d6-aaee-8e5c96c757dc | Clause:
This employment agreement and the rights and obligations of the Company and Executive hereunder shall be determined under , governed by and construed in accordance with the laws of the State of C a lifornia .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Governing Laws |
20bfee38-f048-4491-ab91-8e890c938c9e | Clause:
(a) The Borrower agrees to pay to the Agent for the account of each Appropriate Lender a ticking fee on the amount of such Lender's Tranche A Commitment, Tranche B Commitment and/or Tranche C Commitment, as applicable, commencing on (i) the Effective Date in the case of each Initial Lender and (ii) the effecti... | Label: Fees |
f78a537e-c704-4406-b658-77cff94440b8 | Clause:
No action, suit, proceeding or investigation is currently pending or, to the knowledge of the Company, has been threatened in writing against the Company that: (i) concerns or questions the validity of this Agreement; (ii) concerns or questions the right of the Company to enter into this Agreement; or (iii) is ... | Label: Litigations |
276555c9-3b5e-4324-86c8-ec3570255ae1 | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an inju... | Label: Specific Performance |
33bde462-e58c-4d38-959b-7430531c6535 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
556809e9-9c72-473a-a09c-ae7edc11e94f | Clause:
If the Executive dies, his employment with the Company and this Agreement shall automatically terminate on the date of his death. The Executive's estate or personal representative shall be entitled to receive that portion of the Annual Salary that the Executive earned through and including the date of the Execu... | Label: Death |
e0d8d252-b06f-4a7d-aa87-6c9583e36847 | Clause:
Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and generally shall be delivered electronically, personally, or by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its ... | Label: Notices |
0a038f5b-3c3b-4d33-bac2-417d076f073e | 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 no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the p... | Label: Successors |
1a14205f-7ae9-4f8b-8429-f8890d8de0da | Clause:
Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to senior executives of the Company.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Expenses |
cbd9c4f4-fd0c-4bfe-8c57-65b0a3542a6b | Clause:
This Agreement, the other Transaction Documents, the Confidentiality Agreement and the Schedules and Exhibits hereto and thereto constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all previous agreements, negotiations, discussions, understandi... | Label: Entire Agreements |
e70b8082-886e-490e-bcbe-7b1973012510 | Clause:
If the aggregate amount of the Lenders’ Commitments is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the " Revolving Credit Increase Effective Date ") and the final allocation of such increase. The Administrative Agent shall promptly no... | Label: Effective Dates |
e18d1815-9ea9-4426-b660-9d20a4e46777 | Clause:
The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of... | Label: Approvals |
1be7c5c2-a945-4403-a2c7-3395d9525bc3 | Clause:
Each RSU represents the right to receive one Share on a future date on the terms and conditions set forth herein, in the Notification Letter and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein (collectively, the “Award Documents”). A copy of the P... | Label: General |
407aefc0-b05c-4161-aa54-e1a58c7c0ebe | Clause:
Upon your Termination of Employment for any reason, other than your death or Disability, any and all unvested PSUs, together with any and all unvested accumulated Dividend Equivalents, shall automatically be cancelled for no consideration, and shall cease to be outstanding. For avoidance of doubt, should you ce... | Label: Forfeitures |
a4accdb7-bed4-4e75-81b4-9a505e88ab59 | Clause:
The masculine gender, when appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the Plan clearly states to the contrary. Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of the ... | Label: Construction |
b5c5288a-d165-43eb-9639-a9ba279cc629 | Clause:
Prior to the vesting of the Restricted Stock Units and settlement and issuance of Shares, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment obligations of Tax-Related Items of Participant, the Company and/or the Employer. In... | Label: Tax Withholdings |
122075d3-e0b0-4bd8-af86-cb440a61e175 | Clause:
The representations and warranties shall survive the Closing and the delivery of the Securities until, with respect to each Purchaser, the Securities held by such Purchaser has been exercised in full at which time they shall expire such respect to Purchaser and shall no longer be of any force or effect.
Task: ... | Label: Survival |
027c1bea-db38-4884-9dc0-70aca5faa180 | Clause:
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. For the sake of clarity, unless the context otherwise requires, references to “Section(s)” or “Paragraphs(s)” herein shall refer to the corresponding Sections or Paragraphs of this Agreement and/... | Label: Defined Terms |
0d5150a2-8eb8-4bc9-95bb-c4455e4f73ec | Clause:
The Company shall (a) by 9:00 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 |
6c916ba9-4ab2-4ea2-ae8f-c0da739f5df3 | Clause:
The Employer shall make such deductions and withhold such amounts from each payment made to Executive hereunder as may be required from time to time by law, governmental regulation or order.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Withholdings |
48b40f5f-11c9-4619-b3bb-1a9b2950ae80 | Clause:
This Agreement contains all of the agreements and understandings between the parties hereto with respect to the terms and conditions upon which Executive may be entitled to supplemental non-compete compensation and the non-compete covenants which may apply to Executive under the circumstances set forth herein, ... | Label: Entire Agreements |
f1822d0e-4687-4e5b-af85-0fa20d090e2f | Clause:
The parties hereto acknowledge that they will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to a party upon any such violation of... | Label: Specific Performance |
fd4e97c5-6e3c-4c05-ac8e-dd3ba149ff81 | Clause:
This Agreement and all of the other documents or instruments required to be executed and delivered by Seller at Closing have been, or at Closing will be, duly executed and delivered by Seller, and (assuming the due authorization, execution and delivery hereof and thereof by Buyer) constitute the valid and legal... | Label: Enforceability |
4f9d77e8-f30f-49f0-9ca5-f4a7b836df8c | Clause:
The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one Share for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon s... | Label: Vesting |
44fe2c7d-9b3f-4db2-ac3e-bfe8d6d10553 | Clause:
This Agreement, the Engagement Letter and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. Any other pr... | Label: Entire Agreements |
3496d7f1-66b9-44ff-bbb4-20986ffc469e | Clause:
Borrower shall use the proceeds of the Credit Extensions solely for (a) transaction fees incurred in connection with the Financing Documents, (b) for working capital needs of Borrower and its Subsidiaries, and (c) any other Permitted Purpose specified in the Credit Facility Schedule for such Credit Facility. N... | Label: Use Of Proceeds |
44e358a8-80de-4efd-a739-3c749223be0a | Clause:
Subject to Section 8 and Section 9 of this Agreement, if Indemnitee at any time was or is or becomes a party to, witness in, or participant in, or is threatened to be made a party to, witness in, or participant in, any Claim or Claims by reason of or arising in whole or in part out of any Indemnifiable Event,... | Label: Indemnifications |
f7db6c10-e0e2-42d3-a98a-c5f865a5ac41 | Clause:
This Agreement shall become effective upon execution by the Company and Buyer.
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: Binding Effects |
58069bcf-d540-46ed-8075-625400bb6d72 | Clause:
Except as otherwise specifically permitted herein, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower, at its address or facsimi... | Label: Notices |
f07f73f5-9cc3-44eb-8105-3381b64886a3 | Clause:
This Third Amendment may be executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Third Amendment by facsimile or other electronic means shall be equally as e... | Label: Counterparts |
3a246f83-1d40-4ba1-841e-200273e97a62 | Clause:
Each Seller agrees to pay as and when billed by the Buyer (a) all reasonable and documented out-of-pocket expenses of the Buyer associated with the Facility (including but not limited to a collateral audit and originator/servicing review to be performed by a third party auditor/appraiser selected by Buyer) and ... | Label: Expenses |
6e8736a8-da4f-4ddd-8638-d2166b6a05fe | Clause:
Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened against or affecting, any Credit Party or, to such Borrower’s knowledge, any party to any Operative Document other... | Label: Litigations |
bd398ae4-cbcd-4cf0-9224-8aca1792d32d | Clause:
Subject to the terms and conditions set forth herein, each Revolving Lender agrees that the Borrower may from time to time request the Lenders to submit offers to make loans under the Revolving Credit Facility (each such loan, a “ Competitive Loan ”) to the Borrower prior to the Revolving Maturity Date pursuant... | Label: General |
702d0f29-be25-4253-bca8-c3feffb0b30a | Clause:
It is the desire and intent of the parties that the provisions of this Section 5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5 shall be adjudicated to ... | Label: Enforcements |
50ecb973-f7ca-429b-8631-1c0b878034d6 | Clause:
This Release may be executed in counterparts and will be as fully binding as if signed in one entire 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, Autho... | Label: Counterparts |
2a4d05a6-764b-4da1-b733-3dbad6e63b73 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales, of any of the Company’s securities from the date hereof until the later of (x) 5 month anniversary of the ... | Label: Confidentiality |
06816806-4d1f-4ef7-9bb5-8d95655ecb1d | Clause:
Prepayments; Reallocations; Reconciliation .
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: Assignments |
47f49379-65e6-4211-a1f4-85d43c685b0f | Clause:
If the Executive dies during the Employment Period, this Agreement and the Executive’s employment will automatically terminate as of the date of his death. In such event, the Company will pay to the Executive’s estate any accrued, earned and unpaid Salary and benefits through the date of his death, and, if app... | Label: Death |
4db4ee6f-f9b5-43e0-b554-cc7147be8978 | Clause:
This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. A facsimile or electronic ... | Label: Counterparts |
ee612836-12a1-4602-b0e9-abb510ce6de2 | Clause:
The Company and the Company Subsidiaries have good title to or, in the case of property held or used under a lease and any other Contractual Obligation, an Enforceable right to use all of the properties and assets used in or necessary to the conduct of the Business (collectively, the “ Assets ”). The Assets tha... | Label: Titles |
6533b121-1c17-49db-ae5b-4e041ed32fcb | Clause:
The parties shall duly execute and deliver, or cause to be executed and delivered, such further instruments and perform or cause to be performed such further acts as may be necessary or proper in the reasonable opinion of any other party to carry out the provisions and purposes of this Third Amendment.
Task: C... | Label: Further Assurances |
8442bd6e-3512-4437-999d-78ab1a44430b | Clause:
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an auth... | Label: Capitalization |
e3611998-3abe-4634-9386-6cbea9a42948 | Clause:
Employer shall reimburse Executive on a monthly basis for receipts Executive submits for all reasonable and necessary travel and other business expenses incurred by Executive in the performance of Executive's duties hereunder, consistent with Employer's normal expense reimbursement policy. Such expenses shall i... | Label: Expenses |
ef76bd1f-0480-4540-b004-f0457c71ab48 | Clause:
The laws of the State of ARIZONA (without giving effect to its conflicts of laws principles) shall govern all matters arising out of, in connection with or relating to this Agreement and the other Loan Documents (EXCEPT AS OTHERWISE PROVIDED THEREIN), including its validity, interpretation, construction, perfor... | Label: Governing Laws |
61c4f2af-ec9e-4d65-90e7-eb01931ba555 | Clause:
The Plan and all rights hereunder shall be governed by the laws of the State of Washington, except to the extent preempted by the laws of the United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Applicable Laws |
7a52aa2a-f9f0-4fa5-af57-6a686cf4cdc8 | Clause:
Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or p... | Label: Sales |
cefa51b3-afde-485c-80f2-3cf2aeefb7cf | Clause:
(a) The obligations of the Issuer to which these terms apply (each a “Note”) are represented by one or more master notes issued in the name of The Depository Trust Company (“DTC”) or its nominee (each, a “Master Note”) which include the terms and provisions for the Issuer’s Interest-Bearing Commercial Paper Not... | Label: General |
52ff5dee-0d90-478a-ba68-2c26e5b6e797 | Clause:
The execution, delivery and performance of the Company Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not... | Label: No Conflicts |
9f1779dc-3018-419a-adb1-ecb3e825135c | Clause:
The Borrower shall use all proceeds of the Loans for legal purposes, consistent with the NHL Constitution.
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: Use Of Proceeds |
d022cc5c-d985-49f1-814e-5f4dcec849d6 | Clause:
This Agreement is a personal service contract, and shall not be assignable by Executive. This Agreement shall be assignable by Employer to any affiliate of Employer without the written consent of the Executive. This Agreement shall be assignable by Employer to any successor to the business of Employer, without ... | Label: Assignments |
10f6310a-962d-4ae1-9cf1-a466e19d097c | Clause:
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses, to the extent designated in writing as confidential an... | Label: Confidentiality |
f68065ee-3d89-4fde-8db7-d9698002fb81 | Clause:
It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual... | Label: Specific Performance |
6519da38-8e4f-49be-bf9d-228c2ce5147f | Clause:
All capitalized terms used and not defined herein shall have the meanings given to them in the Existing Agreements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Defined Terms |
8a890bd6-07e9-4475-91cb-5903d46ba229 | Clause:
The Lenders, the Administrative Agent, the arrangers and counsel to the Administrative Agent and the arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented at least three Business Days prior to the Initial Closing Date or such later time as may be rea... | Label: Fees |
17122707-4e5e-40c7-bc8e-d0fecdc3eb15 | Clause:
No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by Pledgor of this Agreement or for the legality, validity or enforceability thereof; except for filings and recording... | Label: Approvals |
d40a2b65-9457-4bcf-85e5-1f0f06f1fe5a | Clause:
Lessee shall not sublease or otherwise relinquish possession of any Item of Equipment, or assign, transfer or encumber its rights, interests or obligations hereunder or under any Equipment Schedule executed pursuant hereto unless expressly permitted pursuant to the terms of the Equipment Schedule relating to su... | Label: Assignments |
e746f764-9fb9-42d8-b148-69477d61f631 | Clause:
Employee agrees that he will not make or direct anyone else to make on Employee’s behalf any disparaging or untruthful remarks or statements, whether oral or written, about the Company, its strategies, clients, operators and tenants, its operations or its products, services, affiliates, officers, directors, emp... | Label: Non-Disparagement |
56623504-e1cc-4b29-9bdd-6e4daeca8456 | Clause:
This Amendment shall be dated as of and shall be binding, effective and enforceable upon the date of satisfaction of all conditions set forth in Section 4 hereof, and from and after such date this Amendment shall be binding upon the Borrowers, each Lender and the Administrative Agent, and their respective succe... | Label: Effective Dates |
c10ae6ed-cdf2-4e17-be93-8b0791f04159 | Clause:
Executive’s right to receive any payment pursuant to Section 2(b) shall be contingent on Executive providing to the Company (and failing to revoke) a full and complete general release in the form attached hereto as Exhibit A (the “ Release ”).
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Releases |
c294e78c-a0e0-42aa-89be-61e4d335a163 | Clause:
The Company will, and will cause each Subsidiary to, use the proceeds of all Advances for working capital or general corporate purposes, including strategic alliances, and to repay outstanding Advances. None of the proceeds of any of the Advances made under this Agreement will be used, whether directly or indir... | Label: Use Of Proceeds |
4475798e-db3a-4b47-b3df-3c7ce37b848e | Clause:
The Advisor shall provide the Services set forth in Section 1 above from the date hereof until the earlier of (a) termination of this Agreement by mutual agreement of the Advisor and the Company and (b) the date on which Advisor is no longer a member of the Board of the Company (such period, the “ Term ”). If t... | Label: Terms |
8b7143f4-586c-44a9-ade5-b1c79adf8e2a | Clause:
(a) The parties shall treat as confidential this Agreement, the transactions contemplated hereunder and any and all business and trade secrets and other information received in connection with this Agreement or the performance thereof and information about a party’s business or financial matters, technical info... | Label: Confidentiality |
87a63b80-3ffb-47f8-b0de-67c6cf4b2cc0 | Clause:
This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or other electronic means shall be equally effective as the delivery of an originally executed counterpart.
... | Label: Counterparts |
03ea9a31-4d6a-4e2f-93f3-3acc36decf68 | Clause:
(i) The Borrower shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any ERISA Plan (that is not excepted under Section 408 of ERISA and regulatory guidance thereunder) resulting in a Material Adverse Effect to the Borrower; (ii) an ERISA Event... | Label: Erisa |
85dd4825-6c88-4f36-8f3d-6496e02b5f71 | Clause:
Receipt by the Administrative Agent of a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying and attaching resolutions adopted by the board of directors (or equivalent governing body) of such Loan Party approving this Agreement.
Task: Classify this clause into ONE of these ty... | Label: Authorizations |
c76577d0-97cd-4fc2-90e6-6bd9ea83b324 | Clause:
Each of Borrower, JV Pledgor and Guarantor acknowledge, agree, represent and warrant as to itself that, as of the Amendment Date, after giving effect to the modification of the Loan as contemplated hereby, no Event of Default has occurred and is continuing under any of the Loan Documents. Borrower, JV Pledgor ... | Label: No Defaults |
141f2915-84ab-4932-819b-9b3d0eb7b707 | Clause:
This letter agreement will be governed by and construed in accordance with the domestic laws of New York, without giving effect to the choice of law provisions thereof. The parties agree that the exclusive venue for all disputes under this agreement shall be the federal and state courts sitting in New York Cou... | Label: Governing Laws |
3c9c322d-db09-41de-ac15-f75981315ac1 | Clause:
Commencing on the Commencement Date and terminating at the conclusion of the Term, the Company shall employ the Employee, and the Employee shall serve the Company, as "Interim Chief Executive Officer", provided, however, that the parties anticipate that within approximately 90 days following the Commencement Da... | Label: Employment |
05719d36-dbe3-43e9-885e-b2ff348a3959 | Clause:
Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Contemplated Transactions, including all fees and expense of its Representatives. ... | Label: Expenses |
25c9b466-a09b-4d55-b101-61ec58889aab | Clause:
This Reinsurance Agreement shall commence on the Inception Date and continue in force until: (a) such time as the Reinsurer’s Liability with respect to all Reinsured Liabilities terminates, which will be the earlier of (i) the date that the Reinsured’s liability with respect to the Reinsured Liabilities is term... | Label: Terminations |
f952eb1d-8544-4420-ad7a-c45c9141a25a | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Assignments |
7d072523-6516-4207-b5b3-11e7c46068b3 | Clause:
The execution and delivery of this Agreement and the other Loan Documents to which the Loan Parties, or any of them, are or are to become a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceabili... | Label: Enforceability |
9a60a258-3bb8-40ca-a638-e35f3706f3ce | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing ... | Label: Assignments |
3ca4fc87-769b-4c06-817c-7af075a3a6cb | Clause:
This Amendment shall become effective as of the date hereof upon (a) receipt by the Administrative Agent of each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables, in each case, in form and substance reasonably accep... | Label: Effectiveness |
4a7ea4c2-596b-49a5-b08f-55fbaaa30f75 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflicts of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified oth... | Label: Governing Laws |
4991d253-1aeb-45bf-9be4-bcc39a99d58b | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 30, 2016; ... | Label: Terminations |
573920b4-cb33-4229-8064-aba2bb837486 | Clause:
Termination of this Agreement for any reason shall not release any party from any liabilities or obligations set forth in this Agreement which (i) the parties have expressly agreed shall survive any such termination or expiration, or (ii) by their nature would be intended to be applicable following any such ter... | Label: Survival |
6b30d46e-5806-496a-bc53-ea75c60b4df1 | Clause:
This Amendment shall be subject to Section 5.9 of the Loan 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, Benefit... | Label: Further Assurances |
20806667-75be-4518-8159-1f483ba3fced | Clause:
This Agreement shall be construed in accordance with the laws of the State of Illinois, without reference to Illinois’ choice of law statutes or decisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Applicable Laws |
f4d3c2fa-1933-4423-9e77-3296a15e01ca | Clause:
This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts... | Label: Governing Laws |
45b61d02-0a1a-4616-a180-698da544f493 | Clause:
This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Counterparts |
e59e559b-a018-45fa-9c8b-56b99a2744ac | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts. Both parties agree to exclusive venue in the state (Middlesex County) or federal courts located in the Commonwealth of Massachusetts.
Task: Classify this clause into ONE of ... | Label: Governing Laws |
53fade53-1251-4ad1-9099-e5eb1fc2155d | Clause:
Each payment of principal made pursuant to this Section 3.01, or any refinancing, substitution or replacement of any Loans (including pursuant to any amendment or waiver of this Agreement) that effectuates such a payment, refinancing, substitution or replacement, shall be accompanied by accrued interest on the ... | Label: Interests |
83b6b96e-f4e9-45a9-8991-5788d67b7679 | Clause:
After giving effect to the transactions contemplated by the Loan Documents, the Loan Parties are, on a consolidated basis, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Solvency |
ec71a923-0e27-4d0f-8479-9d6fc156e8d4 | Clause:
All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 10.8 of the Amended Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Notices |
74c1eecc-efe7-4c72-a9a0-25e9da5743db | Clause:
This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile, PDF or other electronic transmission shall be as effective as delivery of a m... | Label: Counterparts |
fe32afb8-a93c-4360-aaa6-f632f73d62a4 | Clause:
Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of either Party, the other Party shall reexecute an original of this document and deliver it to the requesting Party. This Agreem... | Label: Counterparts |
b7ea98f0-b8a3-4ba5-8bfa-3dfef734128e | Clause:
Schedule 4.4 sets forth, as of the dates described therein, the capital structure of each Loan Party, including classes and, in the case of Subsidiaries, the identity of the registered and beneficial owner of the Equity Interests of each. All of the outstanding Equity Interests of Loan Parties are duly authoriz... | Label: Capitalization |
af6d6bc3-eaff-42df-8364-1da606f58b69 | Clause:
Regarding Quality . PRODUCER SHALL RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS GATHERER GROUP FROM AND AGAINST ALL LOSSES DIRECTLY OR INDIRECTLY ARISING OUT OF, IN CONNECTION WITH OR IN ANY MANNER ATTRIBUTABLE TO THE FAILURE OF THE PRODUCT DELIVERED BY PRODUCER TO THE INDIVIDUAL SYSTEM TO MEET THE QUA... | Label: Indemnifications |
2db3ccd0-6682-4711-b43a-019154aba945 | Clause:
Borrower shall use proceeds of the Loan to (i) acquire the Property, including the payment of closing costs related to such acquisition, and (ii) pay costs and expenses incurred in connection with the closing of the Loan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Use Of Proceeds |
c5f83dfb-1537-4b14-8f7c-7de12349f7ce | Clause:
Except as set forth in Schedule 4.8A, each of Holdings and its Restricted Subsidiaries has good 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 of its other Property (other than Intellectual Property), in each case, except... | Label: Liens |
66996545-12ef-4aba-8442-c12900256087 | Clause:
As of the Closing Date, Annex 6.4 contains a complete and correct list and description of the Borrower’s and each Subsidiary’s jurisdiction of organization and ownership structure. As of the Closing Date, the Borrower has no Subsidiaries except as shown on Annex 6.4.
Task: Classify this clause into ONE of the... | Label: Organizations |
1f623a4b-84b9-45f8-a48b-a46dbde91bd2 | Clause:
The Borrower will (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maint... | Label: Insurances |
e5643831-9bef-4912-80cf-f88a8dca5159 | Clause:
To the extent not preempted by Federal law, the Plan and all Award Agreements are construed in accordance with and governed by the laws of the State of Delaware. The Plan is not intended to be governed by the Employment Retirement Income Security Act of 1974, and shall be so construed and administered .
Task:... | Label: Governing Laws |
43a9dabd-8329-4927-ba88-e85aaa744c2b | Clause:
As of the Fourth Amendment Effective Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated hereby or by the Amended Credit Agreement that would constitute an Event of Default or a Default.
Task: Classify this clause into ONE of these types (... | Label: No Defaults |
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