id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
aa0b6be7-66b7-4ae6-9ce7-5735a3dd4632 | Clause:
The term of the Executive’s employment hereunder shall commence as of the Effective Date and shall continue for a period of one (1) year. From and after the initial term, this Agreement shall automatically renew for additional one (1) year periods, unless and until either party gives the other no less than thir... | Label: Terms |
7de7d5fc-a19a-47cb-8356-cb542fe8de9a | Clause:
This Award Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdi... | Label: Governing Laws |
7097550b-0342-44d7-9f55-f34dd5c61a16 | Clause:
This Agreement and the other Transaction Documents: (i) are valid, binding and enforceable against the Company and Purchasers in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties; and (iii) are the final expression of... | Label: Entire Agreements |
be70c7cc-605b-4ce3-8379-3284efa5401e | Clause:
THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS (EXCEPT TO THE EXTENT, IF ANY, OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.
Task: Classify this clause into ONE ... | Label: Governing Laws |
51d8d377-493e-4537-83f0-fca6abc82182 | Clause:
The term of each Option shall be stated in the Notice of Grant; provided, however , that the term shall be no longer than seven (7) years from the Date of Grant. Subject to the limit set forth in the preceding sentence, the Administrator may, after an Option is granted, extend the maximum term of the Option. Un... | Label: Terms |
f01d0849-937b-4385-a3f1-da3167246867 | 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; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereo... | Label: Financial Statements |
e7c60e14-cb4b-4734-bc5d-b4b8e3bd5253 | Clause:
No Lincoln Party shall enter into any transaction or series of transactions with any Affiliate other than in the ordinary course of business of and pursuant to the reasonable requirements of such Lincoln Party’s business and upon fair and reasonable terms no less favorable to such Lincoln Party than would obtai... | Label: Transactions With Affiliates |
4f4624b1-9c95-42f1-9c8c-ac6dba92ceb1 | Clause:
Wherever possible, each provision of this First Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this First Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibit... | Label: Interpretations |
9b12faee-e009-4f04-9f54-22f0c1c0a2cf | Clause:
If any provision of this Agreement or the application thereof to any person (including the officers and directors the parties hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to ... | Label: Severability |
51677da7-aac8-49bf-9c80-37a816a04d74 | Clause:
On the Amendment No. 3 Effective Date, the Borrower shall pay to the Agent, (a) for the account of each Tranche G Term Lender, a fee (the “ Tranche G Upfront Fees ”) in an amount equal to 0.25% of the aggregate principal amount of the Tranche G Term Loans of such Tranche G Term Lender on the Amendment No. 3 Eff... | Label: Fees |
9f906198-9b06-442b-beee-6c88ff214b85 | Clause:
The Company shall not use any of the net proceeds from the sale of the Debenture for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) the redemption of any Common Stock or Common Stock Equi... | Label: Use Of Proceeds |
6453eeb7-bd7c-45ff-bc37-0e6e1e55e5f4 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A DELAWARE FEDERAL OR STATE COURT, OR THE TAKING OF ANY ACTION UNDE... | Label: Venues |
18502a12-086c-4669-b8ca-d1818b225aa3 | Clause:
None of the Seller, the Ocwen Parent, OMS, Homeward Residential Holdings, Inc. and Homeward Residential, Inc., or, to the best of Seller’s knowledge, any of their directors, officers, or employees is a person that is (i) a target of United States economic, financial, or trade sanctions in force from time to tim... | Label: Sanctions |
907eeeef-67c2-4d9e-83ce-792a4981dbaf | Clause:
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral; provided , however , that this provision is not intended to abrogate any other written... | Label: Entire Agreements |
f8cb70f0-596a-42a5-8989-190c7bf1e94c | Clause:
At any time during or after the Term, Executive agrees that he will fully cooperate with the Company, its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any of such Inventions, including, but not limited to, execu... | Label: Cooperation |
92f4c720-35b3-4360-9bea-a4b76a94dd07 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each... | Label: Erisa |
31ab10ef-3eaf-4b50-84a2-84ebfa215257 | Clause:
Unless otherwise specified, all terms defined herein or any other Loan Document shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto or thereto. Terms (including uncapitalized terms) not otherwise defined herein and that are defined in the UCC shall ha... | Label: Defined Terms |
a55d90c1-8396-41ca-9359-da823a22a253 | Clause:
The Purchaser has all requisite power and authority to execute and deliver this Agreement, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement. All action on the part of the Purchaser necessary for the authorization, execution, delivery and performance... | Label: Authority |
5e60d18f-8110-4697-848d-56eab25fb5c1 | Clause:
This Amendment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement. To facilitate the execution and delivery of this Amendment, the parties may execute and exchange counterparts of the signature pages by fax... | Label: Counterparts |
21b26b3a-a041-4f4f-a996-e35d4921e75c | Clause:
THE BORROWERS AND THE HOLDER EACH WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Waiver Of Jury Trials |
9d9e0555-d1d2-43bc-b7cb-3696828dcbbd | Clause:
This Amendment may be executed and delivered (including by facsimile or Portable Document Format (pdf) transmission) in counterparts, all of which executed counterparts shall together constitute a single document. Signature pages may be detached from the counterparts and attached to a single copy of this docume... | Label: Counterparts |
25d3245d-4c56-4088-852d-032ea5c9b8fc | Clause:
If any Event of Default occurs, Landlord may at any time after such occurrence, with or without notice or demand except as stated in this Section 5.2, and without limiting Landlord in the exercise of any right or remedy at law which Landlord may have by reason of such Event of Default, exercise the rights and r... | Label: Remedies |
3b9f5640-44fb-4b8a-a2fd-d2586d979d75 | Clause:
Both before and after giving effect to the Transactions, the sum of the “fair value” of the assets of the Borrower and its Subsidiaries on a consolidated basis will, as of the date hereof, exceed the sum of all debts (including contingent, subordinated, absolute, fixed, matured or unmatured and liquidated or un... | Label: Solvency |
c7dfd8ed-ef2d-4352-89a2-f95bfea2c1d2 | Clause:
Tenant represents and warrants that Tenant has dealt with Jones Lang LaSalle and Avison Young as Tenant's broker in connection with this First Amendment and that, insofar as Landlord and Tenant know, no other broker(s) negotiated this First Amendment or is entitled to any commission in connection herewith. Tena... | Label: Brokers |
009c6eb0-83df-456a-99d0-689bc8c3894e | Clause:
Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) except as set forth in Section 3.1 hereof, all of the representations and warranties in the Credit Agreement are true, correct, and complete in all material respects, in each case as of the date hereof as ... | Label: Warranties |
22735018-c8c6-4c7e-b0ac-11c06ef0a799 | Clause:
Except for any agreements entered into with FNTIC and CLTIC in connection with their respective Subscriptions, from and after the date of this Agreement, Splitco shall not, without the prior written consent of Holders holding more than fifty percent (50%) of the Registrable Securities enter into any agreement w... | Label: Representations |
9d473d8f-26b5-4127-a75a-27766a8b2e39 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligati... | Label: Survival |
0a55d032-3150-4b9b-a267-9da6130af73e | Clause:
From and after the Closing, each Purchaser agrees to comply with its respective voting obligations set forth under Section 8(i) of the Statement of Resolutions and confidentiality obligations under Section 12(j) of the Statement of Resolutions.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Confidentiality |
cd50dcb8-72b5-404d-a794-94178bd141fb | Clause:
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s... | Label: Arbitration |
7c43f52c-d3d6-4fd4-a8c2-2680c6c90dfa | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY O... | Label: Waiver Of Jury Trials |
ea91912b-faf6-479d-85c8-ac465d11d87f | Clause:
No fractional shares shall be issued upon conversion of this Note. Upon conversion of this Note in full, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been ... | Label: Interests |
ecf8e0fc-c047-482d-8beb-f4810f61b825 | Clause:
This Amendment to the Award Agreement may be executed in 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 |
8b7a58a9-9979-4a55-b39f-1a2f636a335e | Clause:
No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on MRGE.... | Label: Litigations |
3e062853-2003-48e4-9c4e-f4b1fad49d23 | Clause:
The Parties agree that this Agreement and all related data and information (including any and all Development Reports) exchanged by them or otherwise delivered hereunder shall be maintained in strict and absolute confidence and no Party shall disclose or use, without the prior written consent of the other Parti... | Label: Confidentiality |
7f0a3759-7632-42d4-8f76-df0b39dbf01a | Clause:
Any unvested Restricted Stock Unit subject to this Award shall be forfeited upon the termination of Grantee's continuous employment by the Corporation, including Subsidiaries, prior to the Vesting Date, except to the extent otherwise provided in Section 2. Any Dividend Equivalent subject to this Award shall exp... | Label: Forfeitures |
c0e9bb45-e8d1-44b7-b816-c5cc4db98a43 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, $0.001 par value per share, of which 53,472,415 shares are issued and outstanding; and (ii) 25,000,000 shares of preferred stock, $0.001 par value per share, of which -0- shares are issued and... | Label: Capitalization |
fd5fef5e-7ed7-4358-92af-6fe51491b72d | Clause:
This Agreement shall be binding upon the ABL Collateral Agent, the other ABL Claimholders, the Term Loan Collateral Agent, the other Term Loan Claimholders, the ABL Grantors, and their respective successors and assigns from time to time. If either of the ABL Collateral Agent or the Term Loan Collateral Agent re... | Label: Assigns |
5ca459ba-897f-408b-9cdc-c5b710162202 | Clause:
The terms, provisions and indemnities contained in this Section II shall survive the Closing or termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Survival |
4f55a0ff-07ee-4819-8699-d968408a647e | Clause:
The parties agree that they have both had the opportunity to review and negotiate this Employment Letter, and that any inconsistency or dispute related to the interpretation of any of the provisions of this Employment Letter shall not be construed against either party. The headings used in this Employment Lette... | Label: Interpretations |
501518b6-d424-4247-a7a3-3539edec5e1c | Clause:
All notices required or permitted hereunder will be given in writing by personal delivery; by confirmed facsimile transmission; by express delivery via any reputable express courier service; or by registered or certified mail, return receipt requested, postage prepaid. Any notice to the Company shall be addres... | Label: Notices |
3068bfb3-42f6-46f2-83be-4291bde758c2 | Clause:
This Award Agreement, the Plan, the country-specific Addendum (if applicable) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Performance Units and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set fo... | Label: Entire Agreements |
94bfdeb3-18ec-491e-b62b-dbf9d74da530 | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Construction |
eab8af9e-f229-4659-9afe-13e40a59b4ed | Clause:
As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Defined Terms |
7303bc88-3e8e-4bf8-9582-8541fc317764 | Clause:
This Agreement sets forth the entire understanding between you and the Company with respect to the subject matter hereto and supersedes all prior oral and written agreements, promises and/or representations on that subject. This Agreement is not an agreement of employment and will not confer upon you any right... | Label: Miscellaneous |
f5903a2a-f7e9-4813-a3d4-7e322d9c832d | Clause:
(a) If an Event of Default occurs with respect to any Seller Party or Guarantor, the following rights and remedies are available to Buyer; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.
Task: Classify this clause into ONE of these types (exactly... | Label: Remedies |
b2f79ccc-7fca-4dfd-a0c9-e0d71b9b469b | Clause:
The Buyer represents and warrants to the Company that: (i) this Agreement has been duly and validly authorized; (ii) this Agreement, the Secured Buyer Notes, and the Pledge Agreement have been duly executed and delivered on behalf of the Buyer, (iii) this Agreement constitutes a valid and binding agreement of t... | Label: Warranties |
32ce4f2c-1873-41ff-a5f1-d16d1f2f31bb | Clause:
This Agreement may be executed in one (1) or more counterparts, which when so executed shall constitute one (1) and the same agreement. Facsimile or .pdf signatures attached to this Agreement shall be as valid and binding as original signatures. The headings herein are for reference only and shall not affect th... | Label: Counterparts |
9de348bb-6aa5-47a6-ad1a-b2486c7f47f7 | Clause:
The parties agree that all disputes arising under or in connection with this Agreement, and any and all claims by you relating to your employment with the Company, including any claims of discrimination or other employment-related claims arising under Title VII of the Civil Rights Act of 1964, as amended, the A... | Label: Arbitration |
0809c3f5-4198-478b-a220-49daa1e4b21a | Clause:
Neither Borrower nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the tran... | Label: No Defaults |
5a1925d7-b431-4b29-96d9-d8ec4ec707de | Clause:
No Loan Party shall acquire or accept any Parts Inventory on consignment or approval. No Loan Party shall sell any Parts Inventory on consignment or approval or any other basis under which the customer may return or require a Loan Party to repurchase such Parts Inventory. The Loan Parties shall use, store and m... | Label: Sales |
7cbe514d-2e25-4543-a2f1-d3001c347d47 | Clause:
Subject to the provisions of Section 10.2(a) , each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transacti... | Label: Authorizations |
fca91ddb-af87-4bb8-a194-7d7f7622970a | Clause:
Each Loan Party and each other Subsidiary is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, Environmental Laws, Anti-Corruption Laws and Sanctions) relating to it except for noncompliances which, and Governmental Ap... | Label: Compliance With Laws |
d409a2a4-c47d-44dc-81f6-92a2df7e0bbc | Clause:
There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to act on behalf of the Purchaser who might be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement and the consummati... | Label: Brokers |
9eae9cdc-3e66-43e1-88dc-771c88260fe0 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. The Severance Benefit Agreement between the Company and the Executive dated December 30, 2008 is hereby terminated and superseded by this Agreement.
Task: Classify this clause into ONE of these types ... | Label: Entire Agreements |
ee5506eb-7a79-4766-b059-7fb4f1010c1c | Clause:
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this A... | Label: Further Assurances |
3377f4d4-f46f-4ec6-9fd7-c6b29cf296ed | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing... | Label: Participations |
7c5de2ca-e78e-42be-92ba-8cc4580577e4 | Clause:
Each of Lenders (in its capacity as a Lender), hereby irrevocably appoints American Money Management Corporation to act on its behalf as the administrative agent and collateral agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers ... | Label: Authority |
e7dcd746-dc5c-4fd4-b2c8-187be83319cd | Clause:
Sections 7.2 (Termination Without Cause by Company/Severance), 9 (Application of Section 409A), 10 (“No Conflict of Interest”), 11 (“Non-Competition”), 12 (“Non-Solicitation”), 13 (“Nondisclosure of Confidential Information”), 14 (“Enforcement, Remedies and Construction”), 15 (“General Provisions”) and 16 (“Ent... | Label: Survival |
aa8da060-51bc-41b8-b2e0-fe241fe2c00b | Clause:
The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
15765da3-db87-4f15-ad6c-ad2c5bef55bd | Clause:
The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by such other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Waivers |
faedd094-b51d-4bbc-a335-f8aa6d19b8b0 | Clause:
No authorization, consent or approval of, or registration or filing with, any governmental authority or any other person is required to be obtained or made by Buyer in connection with the execution, delivery or performance of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Approvals |
e9708d1f-aca8-4628-9f86-8b48ffa5f0f6 | Clause:
Samson has all corporate 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 Samson and, assuming it has been duly and validly executed and delivered by the Stockholders, constitutes a legal, vali... | Label: Authorizations |
675cf235-e54a-418c-86df-d0624cfdb525 | Clause:
No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to the Lenders by or on behalf of the Borrower or any of its Subsidiaries for use in connection with the transactions contemplated hereby (other than project... | Label: Disclosures |
aa516aed-e1d0-42bf-be6e-0f4f03c05536 | Clause:
This Agreement shall commence as of the Effective Date and shall remain in full force and effect through December 31, 2022 (the “ Primary Term ”), and thereafter the Term of this Agreement shall continue on a year-to-year basis unless terminated by either Party, effective at the end of the Primary Term or at ... | Label: Terms |
e0e8f54a-a78b-45b7-8370-82b4ab82df8d | Clause:
The Revolving Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 5, including, without limitation, the reasonable fees and disbursements of counsel to the Administrat... | Label: Expenses |
89e86cc7-21e3-4ad2-a043-52e401ef1798 | Clause:
No Credit Party nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, except in each case where the consequences, direct or indirect, of such default or defaults, if any, could n... | Label: No Defaults |
e5bafccf-0b7b-482d-b816-e3df1ae0c4e9 | Clause:
Any and all notices (with the exception of Transaction Notices, which shall be delivered via facsimile only), statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at a... | Label: Notices |
38560de1-d2eb-4050-a25d-8f55e214ee28 | Clause:
For so long as the Subscribers hold any Convertible Notes or Warrants, the Company will maintain a United States address and United States fax number for notice purposes under the Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Notices |
350f131d-de35-40e9-8605-934f6c920bc8 | Clause:
In the event any provision of this PLA, or the application of such provision, is found to be contrary to law, the remaining provisions shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Severability |
97f1285d-d67f-4505-b170-c00318a3960f | Clause:
Borrower shall not, and shall not permit any Relevant Party or other Affiliate to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, or (b) contribute or otherwise make available all or any part of the proceeds of the Loans, directly or indirectly... | Label: Sanctions |
6692ed3d-aeee-4ca4-b2e7-210f70a90ddf | Clause:
(i). The execution and delivery of the Transaction Documents and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Buyer and no further consent or authorization of Buyer or its members is required. Each Tran... | Label: Enforcements |
a5860fa2-7f9d-4e3a-9070-c88107b4520f | Clause:
The Borrowers shall have paid all accrued fees and expenses of the Agents (including the accrued fees and expenses of counsel to the Agents) and the up-front fees then payable to the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Expenses |
905c1667-aa7c-4119-ac6a-2244e76e3f15 | Clause:
The provisions of this Section 5.1 shall survive the Closing (and not be merged into the Ground Lease Assignment Agreement) until both parties agree, in writing, that all obligations of the parties hereunder have been satisfied and fully complied with and shall not be deemed merged into any instrument of conve... | Label: Survival |
07e00cf8-43d7-4344-9809-9e7323bb5453 | Clause:
The provisions of this Section 4.5 shall survive Closing (and not be merged into the Ground Lease Assignment Agreement) or any earlier termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Survival |
a7b44de9-127c-4e47-bd85-bd49b9fb0314 | Clause:
The representations and warranties of Borrower and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Borrower agrees to indemnify and hold harmless Investor and all its officers, dir... | Label: Survival |
51c0ae2d-b323-4b88-b84d-fbae8c4f0437 | Clause:
The Parent and the Borrower will, and will cause each other Loan Party and each other Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including Environmental Laws, except where the failure to do so, individually or in the aggrega... | Label: Compliance With Laws |
23450bfa-bb92-453a-bdfc-5236dc273aeb | Clause:
Except for (a) the Security Interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Security Agreement, (b) the Liens permitted by the Credit Agreement and (c) any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend... | Label: Titles |
6a76d3ce-a011-4950-b955-c048d96a6e88 | Clause:
This Agreement is a “Loan Document” for the purposes 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: Interpretations |
4fb5c281-3c2a-4f47-a9ec-52f29e950c1b | Clause:
This Agreement may be amended only by an instrument in writing executed by all parties to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, ... | Label: Amendments |
122da3e9-d4cb-410c-a780-de515a5dd11c | Clause:
The Co-Owners shall exercise prudent business judgment in the management of the Property. If the Co-Owners cannot agree on a prudent course of action to take relative to the Property, either Co-Owner may compel first mediation and if that does not resolve the dispute, binding arbitration before the American Arb... | Label: Arbitration |
fd06548b-4581-4392-913d-9aba4f49ff94 | Clause:
If any provision of this Agreement is determined to be void, invalid, unenforceable, or against public policy, such provisions shall be deemed severable from the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full force and effect. Furthermore, any breach by the Company o... | Label: Severability |
28f38699-badf-436b-9ee5-01a5650e340b | Clause:
Continuously from the date hereof until the principal and interest on all Qualified Loans is paid in full, the Master Servicer will proceed diligently, in accordance with this Master Agreement, to (i) collect all payments due under each of the Qualified Loans it services when the same shall become due and payab... | Label: Payments |
be1b9e7a-8583-43ea-be8e-42036b3d3486 | Clause:
The Borrower shall use the proceeds of the Loans to finance the St. Jude Acquisition, to repay certain existing indebtedness of the Borrower and the Acquired Business and to pay fees and expenses in connection with the St. Jude Transactions.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Use Of Proceeds |
647c3eb4-5341-47e3-828e-1b445f21e5d5 | Clause:
During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Exec... | Label: Litigations |
a48f0371-3b68-4f5e-ba0b-e93cebadd34c | Clause:
The U.S. Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment to the extent required under Section 9.03 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Expenses |
d411a013-b939-4746-8e1e-87abd6b72195 | Clause:
The Issuer shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Consents |
a970556a-8713-4e9c-ab4c-ce8578088f4b | Clause:
Each Company shall, and shall cause each of its Subsidiaries to, comply with all requirements of law of any Governmental Authority having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse... | Label: Compliance With Laws |
b3edfaa7-91ed-4475-9893-786b95beee0c | Clause:
All payments and benefits provided for in this Agreement are subject to applicable withholding taxes.
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, Auth... | Label: Withholdings |
0a65c3ec-a2ca-4b6e-a328-982411ec1672 | Clause:
This Agreement is personal in nature and Executive may not assign or transfer this Agreement or any rights or obligations hereunder to a third party. Alliance may assign this Agreement, and its rights and obligations hereunder, to any of its operating affiliates.
Task: Classify this clause into ONE of these ty... | Label: Assignments |
f3b12c85-97b5-494d-bd4e-23a761876351 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of their Affiliates, except (a) in the ordinary course ... | Label: Transactions With Affiliates |
90eee443-6408-47b8-a700-0254addb6b6c | Clause:
This Agreement shall be governed by and construed in accordance with applicable internal Texas law, without regard to conflict of law rules or principles. If any party attempts to institute a legal proceeding to enforce or interpret the terms of this Agreement, or otherwise, such proceeding must be instituted a... | Label: Venues |
fce4430b-d021-4c0d-a3e1-dd4ac9dd0cc9 | Clause:
This Agreement, and all of the rights and obligations of the Parties in connection with the employment relationship established hereby, shall be governed by and construed in accordance with the substantive laws of the State of New York without giving effect to principles relating to conflicts of law.
Task: Cla... | Label: Governing Laws |
89e419ff-23d0-4f12-aabf-f2e5e0830612 | Clause:
The Partnership shall use the proceeds of the offering of the Purchased Units to repay indebtedness of the NEP Entities, to acquire assets or for general partnership purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Use Of Proceeds |
ddfc6898-de47-43dc-b9dd-a3a7d44988f2 | Clause:
The Company may withhold from any amounts payable to you all federal, state, city or other taxes as the Company is required to withhold. Notwithstanding any other provision of this Letter, the Company is not obligated to guarantee any particular tax result for you with respect to any payment or benefit provided... | Label: Withholdings |
b9540feb-2d12-4222-8286-95b87cd041a7 | Clause:
The Issuer and its Subsidiaries and each other Person for whose taxes the Issuer or any of its Subsidiaries could become liable have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due... | Label: Taxes |
68243948-fd13-4d90-88c3-8b251b9c88b6 | Clause:
Sections 13.3 , 13.4 , 13.10 , 13.11 , 13.12 , 13.13 and 13.18 of the Original Agreement are hereby incorporated by reference and made a part hereof, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Miscellaneous |
0052797b-cd24-49ea-8867-03b56adc5d76 | Clause:
The Consultant shall promptly disclose to the Company or any successor or assign, and grant to the Company or its successors and assigns without any separate remuneration or compensation other than that received by the Consultant in the course of the Consultant’s engagement, the Consultant’s entire right, title... | Label: Intellectual Property |
57b6593e-0319-4959-8ba1-f46dbb002bf9 | Clause:
There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, county, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audit... | Label: Payments |
b152744a-c868-4e82-be82-20bd42460b29 | Clause:
This Agreement has been duly executed and delivered by the Borrower in accordance with the Plan of Reorganization and Confirmation Order and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of su... | Label: Enforceability |
6e671428-2134-4b7f-ae60-ec6180bdcced | Clause:
This Agreement may be amended only by means of a written amendment signed by the Company and the Investors.
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: Amendments |
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