id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c0035734-9b9c-4749-8666-97eec8dba13d | Clause:
Change in Control means, with respect to the Company, any of the following events as defined below: (a) a change in the ownership of the Company, (b) a change in the effective control of the Company, or (c) a change in the ownership of a substantial portion of the assets of the Company.
Task: Classify this cla... | Label: Change In Control |
19666491-8faf-461d-ab18-291993df1df7 | Clause:
If any one or more than one of the provisions contained in this Agreement are, for any reason, held to be invalid, illegal, or unenforceable in any respect, the rest of this Agreement will remain enforceable. This Agreement shall then be construed as if it never contained the invalid, illegal, or unenforceable ... | Label: Severability |
0ac80875-3ca4-423c-a7f6-11bb5ad9fcaf | Clause:
Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Station Assets are located. Seller has the requisite power and authority to execute, deliver and perform this Agreement and th... | Label: Organizations |
32f2394c-f1f5-4b8e-9239-b0ee2d5f9305 | Clause:
All Company action has been taken on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the Note. Except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights, the Co... | Label: Authorizations |
20cba6d0-d245-44eb-bee6-ae6e52e387a3 | Clause:
Any termination or expiration of this Agreement shall not affect any obligations or payments due hereunder and outstanding as of the date of such termination or expiration, nor shall it prejudice any other rights or remedies that a party may have under this Agreement. Notwithstanding any termination or expirat... | Label: Survival |
44d9e80e-d8f1-4b3d-b692-cb9aa7a4a8c1 | Clause:
All of the covenants, terms, and conditions set forth herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment shall be governed by and construed in accordance with the laws of the State of Maine, without giving effect to the confli... | Label: Miscellaneous |
4bf2e331-592d-49c8-bc07-38fde3f4c169 | Clause:
Keep its insurable properties adequately insured at all times by financially sound and reputable insurers (which may include captive insurers), and maintain such other insurance or self insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is c... | Label: Insurances |
0d9026a8-36c6-4019-bcab-6defddd60f58 | Clause:
This Agreement contains all the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement, except as otherwise expressly stated herein. Any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement n... | Label: Entire Agreements |
5f539376-29d9-4038-b826-101a69f44672 | Clause:
This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agents, for their respective own accounts and benefit and/or for the account, benefit of, and distribution to, the Lenders, constitute the entire contract among the parties relating to ... | Label: Integration |
cb716747-1b61-41a8-a756-3882a73192a5 | Clause:
The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies available to the Holder in the Purchase Agreement... | Label: Remedies |
19b4c31a-332c-4a0b-9c28-321617e4d704 | Clause:
The Borrowers and each Lender hereby (a) acknowledge and agree that (i) one or more Affiliates of JPMorgan Chase are or may become direct or indirect equity investors in the Company, and (ii) JPMorgan Chase and/or its Affiliates from time to time may hold other investments in, make other loans to or have other ... | Label: Disclosures |
e8d54ab8-03ff-4afd-a576-d5488bf6e550 | Clause:
(a) Parachute Payments . In the event that (i) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a “parachute payment” within the meaning of Code Section 280G (“ Parachute Payment ”) and be subject to the excise tax imposed by ... | Label: Miscellaneous |
b54b8111-fdfa-479f-bdbc-1d4475647599 | Clause:
The Company’s existence shall commence on the effective date of the initial filing of the Certificate and shall continue until the Company terminates pursuant to Article X . The Company shall not conduct business until the Certificate has been filed with the Secretary of State of Delaware.
Task: Classify this ... | Label: Terms |
ffbbd6cf-70ba-4b8a-973e-49080c55bb82 | Clause:
Except as expressly provided otherwise in this Agreement, all notices and other communications provided to any party hereto under this Agreement shall be in writing and shall be given by personal delivery, by mail, by reputable overnight courier, or by facsimile and addressed or delivered to it at its address s... | Label: Notices |
63fd9ab8-e046-4fb3-871c-ed76236fc4c3 | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan, the Loan Documents or the financing evidenced by the Loan Documents, to Agent, Lender, Morgan Stanley Bank, N.A. or any of their Affiliates shall be subject ... | Label: Publicity |
1f5c649f-c07e-40e0-b141-e5a62740e0d4 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Notes in a manner that would require the registration under the Securities Act of the sale ... | Label: Integration |
5d7fcb3e-527e-4d63-be54-19501998ce6d | Clause:
The provisions of this Agreement which by their terms are to be performed or complied with subsequent to the termination or expiration of this Agreement shall survive such termination or expiration and shall continue in full force and effect in accordance with their respective terms. Except as set forth below o... | Label: Survival |
d40b105e-8bc4-4b76-803c-12b985157da6 | Clause:
If any one or more of the provisions contained in this Agreement is held for any reason to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, but this Agreement will be c... | Label: Severability |
b43b4353-9dfe-4e86-9fef-c5f8077acf9a | Clause:
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, each L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge ... | Label: Survival |
da1346a0-6b0d-4bbb-a4db-c171a5b10759 | Clause:
The Partnership Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and e... | Label: Insurances |
306f3808-6d2a-43f9-955b-a8c825f74fe6 | Clause:
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERMINATION, THE TRANSACTION DOCUMENTS AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIF... | Label: Waiver Of Jury Trials |
102ed19f-f3c4-4156-b808-a4b1b100f133 | 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 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
44e1dde1-5dc7-45fb-bfbb-4b447db703a1 | Clause:
This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Initial Lender that such In... | Label: Binding Effects |
85cca287-7c92-4298-abdc-dcbd59532fd8 | Clause:
To the best of Seller’s knowledge, except as set forth on Schedule 8(i) there are no consents or preferential purchase rights that are applicable in connection with the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Consents |
f1b43e03-c88d-4d3d-bed5-71bd6b86f7f6 | Clause:
Each Debtor, to the extent applicable to it, hereby expressly waives: (i) the benefit of appraisement as provided in Louisiana Code of Civil Procedure Articles 2332, 2336, 2723 and 2724, and all other laws conferring the same; (ii) the notice of seizure required by Louisiana Code of Civil Procedure Articles 229... | Label: Waivers |
3c1e9586-ec1b-4a0e-96d4-e56f5a472686 | Clause:
Agreement "). In addition, in the event the acquiring or succeeding corporation in a Change in Control does not agree to assume the unvested RSUs as of immediately prior to the Change in Control, or substitute substantially equivalent RSUs for the unvested RSUs, then all remaining unvested RSUs shall become ful... | Label: Employment |
778fd803-d003-4c23-991a-3f145bf1ef06 | Clause:
Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents; (ii) any action taken by Agent in reliance upon ... | Label: Binding Effects |
2979f91d-0879-4411-a3de-8b3b336576e5 | Clause:
This Guaranty Agreement and all claims and causes of action arising out of this Guaranty Agreement shall be governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdi... | Label: Governing Laws |
c336c3ad-447a-45d4-ab90-d18d02f29bc9 | Clause:
Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period co... | Label: Confidentiality |
d4317d5c-9b1a-41b4-b3c7-222a98a280a8 | Clause:
The capitalized words and phrases used throughout the Supplement shall have the meanings in Section 2, unless the context requires otherwise. Unless otherwise plainly required by the context, any gender may be construed to include all genders, and the singular or plural may be construed to include the plural or... | Label: Definitions |
9576a8c4-98c3-43f4-bd20-2c70b77cd82c | Clause:
The representations and warranties of the Seller Parties in ARTICLE III (without giving effect to any “materiality,” “in all material respects,” “Seller Material Adverse Effect,” or similar qualifiers), shall be true and correct on the date of this Agreement and as of the Closing Date as if remade on the Closin... | Label: Representations |
aadb5fc3-d9ac-45a8-a052-527bbf77fb8d | Clause:
Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it may deem necessary or desirable for the withholding of any taxes which it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection... | Label: Taxes |
87c2a393-8036-4683-a98b-05d24d3d393d | Clause:
The Company is in the process of restating its financials for several quarters and yearend statements to bring current. All quarterly and annual reports required to be filed by the Company under the Exchange Act for the three (3) years preceding the date hereof (the foregoing materials, including the exhibits t... | Label: Financial Statements |
991def7c-aa86-4bfd-84ad-52f7ae93c8b0 | Clause:
All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 5:00 p.m. Eastern time on the date of demand therefor.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Payments |
b16d6dc3-ac68-45cf-b025-653da1b970a6 | Clause:
The Company has provided Ricketts with access to, and has confided in him, information, business methods and systems, techniques and methods of operation developed at great expense by the Company and which are assets of the Company. Ricketts recognizes and acknowledges that: (i) all Confidential Information (de... | Label: Confidentiality |
d7bcbd45-e993-4382-90c1-b0e495da549f | Clause:
This Note may be amended, supplemented or otherwise modified only with the written consent or agreement of both the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Amendments |
3c3e4934-fbe6-45ea-be98-4c7d72db1f94 | Clause:
At the Closing, the Company's obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer' expenses shall be $3,000.00 for Buyer's legal fees and due diligence fee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Expenses |
cd5e830b-8d4c-48d0-ac01-68bdf296cb3e | Clause:
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respe... | Label: Severability |
eb99fc3c-e626-4bef-bd1b-1e762d0e4f71 | Clause:
No representation or warranty made by any Credit Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to mak... | Label: Disclosures |
b0599c95-f05e-48e7-b8a1-63c1c73201f2 | Clause:
Under no circumstances shall Purchaser have the right to assign this Agreement to any person or entity owned or controlled by an employee benefit plan if Seller’s sale of the Property to such person or entity would, in the reasonable opinion of Seller’s ERISA advisors or consultants, create or otherwise cause a... | Label: Erisa |
fc806f97-1716-4c37-aec1-a9ff2d046ba0 | Clause:
This Guarantee may be executed in any number of counterparts, each of which when so executed shall be deemed to constitute one and the same Guarantee. Delivery by facsimile or other electronic transmission by any of the parties hereto of an executed counterpart of this Guarantee shall be as effective as an orig... | Label: Counterparts |
69729e54-9f5d-462d-ae78-91e2d2f13d96 | 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, 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 Subsidiary are... | Label: Subsidiaries |
3c7c9392-1fcd-4ca9-8ffb-cbcae400e400 | Clause:
Borrowers shall pay (i) all out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of th... | Label: Expenses |
a4f69afc-aaf8-454d-a278-343872490761 | Clause:
This Agreement shall commence on the Effective Date, and this Agreement shall remain in effect until the 10th anniversary of the Effective Date (the “Initial Term”) and thereafter on a Year to Year basis until terminated by Gatherer or Producer effective upon the expiration of the Initial Term or the expiration... | Label: Terms |
340d092c-dba8-49f0-9f87-95d6257a2022 | Clause:
This Guaranty may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery by telecopier or other electronic transmission (including a .pdf e-mail transmission) of an executed counte... | Label: Counterparts |
20307c8d-1a82-4e60-851c-a2b7bdfdb0c6 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if one or more of the provisions of this Agreement is subsequently declared invalid or unenforceable, such invalidity or unenforceability shall not in any way affect t... | Label: Severability |
4b901225-a984-4390-819b-cb672a30971f | Clause:
The secretary shall cause notices of all meetings to be served as prescribed in these By-Laws and shall keep or cause to be kept the minutes of all meetings of the shareholders and the Board. The secretary shall have charge of the seal of the Corporation. The secretary shall perform such other duties and posses... | Label: Duties |
6a1dfc10-dea0-483b-8931-a30ed7f52a40 | Clause:
Each party agrees to execute and deliver such additional documents and instruments as may reasonably be required to effect this transaction fully, so long as the terms thereof are consistent with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Further Assurances |
2042f7fe-7ad4-478f-acf7-34fad1cce01e | Clause:
The Board, the Compensation Committee of the Board or, to the extent permitted by resolution of the Board or the Compensation Committee, any delegate of the Board or Compensation Committee may amend, modify, suspend or discontinue this SERP at any time; provided, however, that no such amendment, modification, s... | Label: Amendments |
7c05e043-a8e5-4be8-b9cb-2a3fbe5b1e05 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
4b18f945-6f6d-4237-ad58-e5d155690112 | Clause:
Each Borrower hereby represents to Lender that as of the date hereof, such Borrower is in full compliance with all of the terms and conditions of the Agreement and each other Facility Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Facility Document.
... | Label: Representations |
ee9c7771-2075-4c45-843d-8ccf661230e1 | Clause:
This Agreement and any disputes hereunder shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of law... | Label: Governing Laws |
8b811b5f-652a-4293-a75d-196df5d3fdc1 | Clause:
To the full extent permitted by law, the Company will, both during and after the period of the Executive's employment, indemnify the Executive (including by advancing him expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including any attorneys' fees, incurred by the Execut... | Label: Indemnifications |
36333199-13f8-490c-b238-f9de502a8215 | Clause:
In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as most nearly to retain the intent of the Parties. If such modification is not possible, such provision shall be severed ... | Label: Severability |
3e0e0eef-639f-4d62-9d16-211f0eb97b95 | Clause:
The execution and delivery by the Investor of this Agreement and, as of the Closing Date, the Investor Rights Agreement do not and will not, and the consummation of the Transactions and compliance with the provisions of this Agreement and the Investor Rights Agreement will not, conflict with, or result in any v... | Label: No Conflicts |
d3aee877-b801-4de8-b57f-84c702ba36a5 | Clause:
Imperial Finance has been duly organized and is validly existing and in good standing under the laws of the State of Florida (and is not organized under the laws of any other jurisdiction or Governmental Authority) with the requisite power and authority to own its properties and to conduct its business as such ... | Label: Organizations |
82c14256-c6ad-492a-acb9-576e29f49aaa | Clause:
Purchaser shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Investor holding Registra... | Label: Records |
f9ce04e1-910a-4e2e-9b14-e4f7d514d757 | Clause:
Each Party agrees to take such steps and to execute any documents as may be reasonably necessary or proper to effectuate the purpose and intent of this Agreement and to preserve its validity and enforceability. In the event that any action or proceeding of any type whatsoever is commenced or prosecuted by any ... | Label: Cooperation |
593f0b4f-551d-4928-8b29-e666b601c5dc | Clause:
EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE; PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO O... | Label: Indemnifications |
362db73d-1eed-482b-89ca-ab2f2bb9f180 | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Issuing Lender, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right... | Label: No Waivers |
974f8102-1264-47c6-b4f1-37b0fb3b44ad | Clause:
Each party hereto hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Houston, Texas in any action or proceeding arising out of or relating to this Guaranty or the other Credit Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such... | Label: Submission To Jurisdiction |
08347158-b8c4-47d8-b3a5-90c540caeb5a | Clause:
The parties recognize that a dispute may arise out of or relate to this Agreement ( "Dispute" ). Any Dispute among the parties or their respective Affiliates will be resolved in accordance with this Section 10.15 and Section 10.16 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: General |
8d6c212d-5fd0-417c-8d44-e9cf849750ee | Clause:
This Agreement contains the entire agreement between the Parties relating to the subject matter hereof, and all prior understandings, representations and warranties between the Parties are superseded by this Agreement. For clarity, the Original Agreement shall be deemed amended and restated in its entirety by t... | Label: Entire Agreements |
37cf6bd2-bcbc-4d2a-938f-fa663ba22125 | Clause:
No assignment of this Agreement or Buyer's rights or obligations hereunder shall be made by Buyer without first having obtained Seller's written approval of any such assignment, which approval may be granted or withheld in the sole and absolute discretion of Seller. Notwithstanding the foregoing, Buyer may assi... | Label: Assignments |
f6fc3430-c37a-427b-aa9d-6330caebfbcc | Clause:
To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Borrower Representative shall deliver by certified mail or transmit by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved in writing by th... | Label: Amendments |
dde943de-6bf9-4d59-b17d-47bb20dc0477 | Clause:
Any communication or notice required or permitted to be given under the Plan shall be in such form as the Committee may determine from time to time, and if required in writing, shall be mailed by registered or certified mail or delivered in hand, if to the Company, to 870 Winter Street, Waltham, Massachusetts 0... | Label: Notices |
ecf8b7d8-1945-45a3-bee5-91fe7fc3e9c8 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being ... | Label: Counterparts |
9fcd04ff-02e8-45ff-a1ad-8cf44e7627b0 | Clause:
Neither Buyer nor Seller may assign all or any portion of its respective rights hereunder (including any of its rights under Article 14 ) or delegate all or any portion of its respective duties hereunder without the prior written consent of the other Party; provided, however , that as long as Buyer shall contin... | Label: Assignments |
a9e6551a-489b-488c-beac-b7eca17cdb8f | Clause:
The 2017-A Lease was fully and properly executed by the parties thereto and such 2017-A Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankrup... | Label: Enforceability |
6d4b7755-2f41-4f50-9bc3-738248e0fb5f | Clause:
The Borrower and the Collection Agent agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Further Assurances |
623e8f26-a83a-4452-88b3-9f8f737948e0 | Clause:
All disclosure furnished by or on behalf of the Company to the Investor in this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make th... | Label: Disclosures |
5f3d20f8-8568-4e9e-a11d-cc0ea94d5465 | Clause:
All such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with the next sentence of this Section 16.1 . If any Indemnified Taxes are s... | Label: Payments |
75355cb8-345a-4c74-8881-5556ce412f95 | Clause:
In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforce... | Label: Severability |
23029e5d-0c25-4389-8389-56527b5d126e | Clause:
This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile transmission or other electronic trans... | Label: Severability |
4d426f88-0a37-45e1-9208-3eb043114ff1 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) violate any provision of the Company’s Articles of Incorporation or Bylaws, each as amended to date, (ii) conflict with, or cons... | Label: No Conflicts |
5f9312e6-35ee-46ec-b6bf-edec510805f3 | Clause:
EACH OF THE COMPANY AND THE HOLDER WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS WARRANT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THIS WARRANT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR O... | Label: Waiver Of Jury Trials |
d0a51744-db51-40b6-8b28-1c04ded8a354 | Clause:
This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Amendments |
0c12ffaa-46c5-4f24-88d5-dc5807b934f0 | Clause:
Seller shall pay and discharge or cause to be paid and discharged, when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits or upon any of its Property, real, personal or mixed (including without limitation, the Purchased Assets) or upon any part thereof,... | Label: Taxes |
66fc8b02-99bd-4ab0-9ad2-b613e92c81fb | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if... | Label: Litigations |
be9e30e3-03e8-465c-bcc1-cf0502e1d497 | Clause:
Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including any Reimbursement Obligation) payable to the Lenders under this Agreement (or any of them) shall be made not later than 1:00 p.m. (Charlotte, North Carolina time) on the dat... | Label: Payments |
e6274dbc-3020-4120-8b4d-35e27ee9935e | Clause:
This Agreement (together with the attached indemnity provisions), including, without limitation, the construction and interpretation of thereof and all claims, controversies and disputes arising under or relating thereto, shall be governed and construed in accordance with the laws of the State of New York, with... | Label: Miscellaneous |
54de63a2-9472-4493-a2a7-bfe146a78945 | Clause:
Each of Parent and Hamilton Beach Holding, as applicable, represents and warrants to the other that each Party has full power and authority to execute and deliver this Agreement and to consummate the Spin-Off. The execution and delivery of this Agreement and the consummation of the Spin-Off have been duly and v... | Label: Representations |
ae81c62d-027c-41db-8084-008435890a57 | Clause:
The representations and warranties of the Seller made in connection herewith, including, without limitation, those in Article 5 and Section 8.1 hereof, shall be continuing representations and warranties, shall not merge with or into any deed of conveyance or other document or instrument delivered at or in conne... | Label: Warranties |
3fc5c432-e50b-4c58-970e-9e7bb77cd1ca | Clause:
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any intere... | Label: Severability |
f84ddeae-81eb-47b8-94a4-f86b3c569e11 | Clause:
The parties intend this Separation Agreement to be enforced as written. However, if any portion or provision of this Separation Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Separation Agreement, or the application of such... | Label: Severability |
d88f8e9b-f8ae-42c2-aa5a-4a12656ebb3f | Clause:
Each of VMRE and Carvana agrees, whenever and as often as reasonably requested to do so by the other party or the Title Company, to execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further conveyances, assignments, confirmations, satisfactions, releases, i... | Label: Further Assurances |
9c5536d0-d0a2-49ad-86c1-c744bacb4964 | Clause:
The Borrower and each surety, guarantor, endorser and other party ever liable for payment of this Agreement or any part hereof jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, noti... | Label: Waivers |
93d35758-2395-4a26-8722-b6049c43bdaf | Clause:
All notices, demands, declarations, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms of this Agreement shall be given in the same manner as in the OP Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Notices |
912f4ad6-42c9-45f7-9bde-f15265586c71 | Clause:
The Lenders shall have received the most recent audited Consolidated financial statements for the period ended December 31, 2010, in each case of the Company and its Subsidiaries prepared in accordance with GAAP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Financial Statements |
3a7a3e77-c50a-49ca-a523-ea7c86a7926e | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrow... | Label: General |
594cfddb-a393-486b-ad88-82e8257076c2 | Clause:
If a court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, then the illegality, invalidity or unenforceability of that provision shall not impair or otherwise affect the legality, validity or enforceability of any other provision of this Agreement,... | Label: Severability |
dd842c84-c83f-41f4-bca8-c6e5f7a4cac6 | Clause:
The Borrower shall (i) default in the payment when due of any principal of the Loans or (ii) default, and such default shall continue for five or more days, in the payment when due of any interest on the Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under any other Credit D... | Label: Payments |
174b1be3-deff-44e6-b7c3-d8147b5691ef | Clause:
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and, unless the effect of such invalidity or unenforceability would prevent the parties from realizing the major porti... | Label: Severability |
fa4f13ac-7888-43f3-a3db-cc27cc39c1f7 | Clause:
The Obligors hereby authorize the Indenture Trustee (however the Indenture Trustee shall not have the obligation) to file a financing statement or statements in connection with the Account Collateral to properly perfect the Indenture Trustee’s security interest therein to the extent a security interest in the A... | Label: Further Assurances |
c154e58f-af4e-4abf-97ce-23e848157a4d | Clause:
Time is of the essence of this Agreement and each and every term, covenant and condition contained herein. All covenants, agreements, representations and warranties made in this Agreement or in any of the other Financing Documents shall continue in full force and effect so long as any of the obligations of any ... | Label: Survival |
24fd9476-1355-4147-be60-d4fc0b1998e4 | Clause:
If an Event of Default occurs, excluding an Event of Default under Section 2.00(xvii), the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “ Mandatory Default Amount ”. The Man... | Label: Remedies |
436b0059-329e-4bc0-b561-b02d250597fc | Clause:
A Change in Control shall have occurred with respect to the Borrower, a Parent Pledgor, the Predecessor Parent Pledgor or the Assignor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Change In Control |
252cf5ea-b2ce-47e2-b123-97174e9adc2b | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exerci... | Label: Notices |
4acf563b-fa79-49fe-a55c-1b9e3a99fcee | Clause:
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Restricted Subsidiaries as of the Restatement Effective Date. The Company maintains, and has caused each Restricted Subsidiary to maintain, with financially sound and reputable insurance companies, i... | Label: Insurances |
ee9e0f1b-f716-457c-9cfc-6d897e7396c0 | Clause:
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Release Agreement shall operate as a waiver thereof. nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of an... | Label: Waivers |
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