id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b03e6ee8-1019-4736-bc70-6af6298831eb | Clause:
EACH LOAN PARTY, EACH AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTU... | Label: Waiver Of Jury Trials |
02f018ec-9ece-45b2-adbe-a2f7b196f590 | Clause:
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Note Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonabl... | Label: Notices |
38bf9d91-f5d5-48d9-847f-bfc4b9792a76 | Clause:
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parti... | Label: Governing Laws |
8d1ce4ff-540e-44e4-be2b-a04b0a8a4919 | Clause:
Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to ... | Label: Waivers |
fc6ae46e-ced4-45af-95ff-420027cc163a | Clause:
This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the US Co.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Amendments |
4b2feb9a-cd6a-4c36-a965-2ed4eb4c7061 | Clause:
This Agreement may be executed in counterparts and delivered by means of facsimile or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these ... | Label: Counterparts |
031acfd1-547f-4e3c-aa7d-099e396e78c4 | Clause:
The fees of the Escrow Agent shall be shared equally by Buyer and Seller.
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, Ben... | Label: Costs |
18c2dd43-ad2f-4b75-8778-6ea024ae069a | Clause:
During the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as Chief Financial Officer of the Company. During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilit... | Label: Employment |
3c515d45-0861-496b-afe1-5a91ad8b8175 | Clause:
This Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company, including any company or corporation with which the Company may merge or consolidate or to which the Company may transfer substantially all of its assets. Florsheim shall have no power, without the ... | Label: Assignments |
9dc15734-d917-4427-96ec-cc26a7b36fda | Clause:
The Company shall pay to each Participant the amount of all reasonable legal and accounting fees and expenses incurred by such Participant in seeking to obtain or enforce his or her rights under this Article 9, unless a lawsuit commenced by the Participant for such purposes is dismissed by the court as being sp... | Label: Expenses |
ad253475-d55b-4684-823f-a1cb091aaf25 | Clause:
Licensee shall bear and be responsible for all taxes, duties and deductions (including any sales, value added, use, excise, gross receipts, income, goods and service taxes, stamp or other duties, fees, deductions, withholdings or other payments, and including penalties and interest as a result of failure to com... | Label: Taxes |
0f866cdc-98ea-44e2-a460-3232bc9f547d | Clause:
This Agreement shall be for a term commencing on the Effective Date and terminating four years after the Effective Date (the “Term”), unless sooner terminated in accordance with the provisions of Section 6.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Terms |
a241114f-8b43-45f9-bf5a-8049fa3b36f1 | Clause:
All capitalized terms used but not defined herein shall have the meanings set forth in the GSO Transaction 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,... | Label: Definitions |
9cf767e9-82f1-4709-a0a3-7301b80e3141 | Clause:
This agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Modifications |
3ed4b284-4e67-40a5-88c9-5e1554969857 | Clause:
The Subsidiary Guarantor covenants and agrees that the Obligations will be paid strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Bank with resp... | Label: Payments |
fd4c7a68-2186-4fe2-b998-dc428c16bbf0 | Clause:
In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Comp... | Label: Indemnifications |
fdc270b3-3b04-4428-95e8-7a3c3a92550b | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Holders and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any lo... | Label: Remedies |
8951eb9f-f85a-4225-9309-3093b676bc82 | Clause:
The Company and each of its Subsidiaries has been duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are, and will be, duly licensed or qualified as a foreign corporation for transactio... | Label: Organizations |
74d262f9-85fa-4fb2-8476-42b3e8a32e43 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, and the reservation for issuance and issuance of the Conversion Shares issuable u... | Label: No Conflicts |
e8f9dde6-1463-4070-b5ae-46d3819c1ab4 | Clause:
Interpretations regarding the definition of Change in Control and whether or not a Change in Control has occurred shall be determined by applying the laws of the United Kingdom. The remainder of this Agreement shall be governed by and construed in accordance with the laws of [the State of Texas][France] 2 , wit... | Label: Applicable Laws |
785c7ed7-4bd2-4c09-9105-2ac992769ab2 | Clause:
BSX or Borrower, as applicable, shall pay to each of the Agents and the Lenders certain fees from time to time in amounts and payable on such dates as are set forth in the Amended Fee Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Fees |
c5f75f36-fef1-4b40-bf2f-03a5cf7d757f | Clause:
Executive hereby acknowledges that, during the course of Executive’s employment, Executive has and will learn or develop Confidential Information in trust and confidence. Executive agrees to use the Confidential Information solely for the purpose of performing his duties hereunder and not for his own private us... | Label: Confidentiality |
8e61d7db-281d-48d9-a91e-666f7d3b7074 | Clause:
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, ther efore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretati... | Label: Construction |
7b14ae17-92bf-4b87-a67c-50d32570ca41 | Clause:
No provision of this Note may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Holder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with re... | Label: Waivers |
7cb52186-e66d-41bf-a9c3-329075372493 | Clause:
All written notices, demands and other communications given to or made by either Party to the other in connection with this Agreement shall be either personally served on an officer or other authorized representative of the Party to which it is given or mailed by registered first class mail, postage prepaid, to... | Label: Notices |
76b7b1ac-f3dd-42fd-8b34-41a643291f8d | Clause:
No order has been made, petition presented or meeting convened for the winding up of a Buyer, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (... | Label: Solvency |
1ed2edce-01cd-48b5-bd0e-dbbc7bc82df2 | Clause:
Manager shall analyze all bills received for services, work and supplies in connection with maintaining and operating the Properties, pay all such bills when due, and, if requested by Owner, pay, when due, utility and water charges, sewer rent and assessments, and any other amount payable in respect to the Prop... | Label: Expenses |
f7f882eb-105f-4d74-b6d2-d37db7d0bf7c | Clause:
Executive agrees that, during the term and thereafter, he will not, directly or indirectly, alone or in conjunction with any other party, make statements to customers or suppliers of the Company and/or the Bank or to other members of the public that are in any way disparaging or negative towards the Company or ... | Label: Non-Disparagement |
ff31468f-68e2-4afb-bedf-60f580092ea4 | Clause:
With respect to any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties hereto irrevocably and unconditionally agrees (i) to be subject to the jurisdiction of the courts of the State of Texas and of the United States District Court fo... | Label: Jurisdictions |
7a465cb7-4f71-4242-a628-4c0c5dbd1a58 | Clause:
The Commitments shall terminate on the Commitment Termination Date. If the total Commitments in effect on the Effective Date are not drawn on the Effective Date, the undrawn amount shall automatically be cancelled.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Terminations |
835663e7-2c1c-49fa-a41a-8b038e78eccd | Clause:
Each party’s obligations under this Section 16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Ta... | Label: Survival |
42b43225-b5e4-4d64-afe3-fa8be4ef7822 | Clause:
The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the superior court of the State of California in and for the proper county (the “California Court”), and not in any other state o... | Label: Consent To Jurisdiction |
a429c168-f412-463b-abd7-e11336f575a1 | Clause:
As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding, is as set forth in the Company’s most recent periodic report filed with the SEC. Except as disclosed on Schedule 3(c) hereof, no shares are reserved for issuance pursuant to the Company’s stock optio... | Label: Capitalization |
fbda146a-e611-4c18-9111-221caed60c64 | Clause:
Each party’s obligations under this Section 3.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan Documents.
... | Label: Survival |
ea745ea7-ad6d-485b-a4c5-b1d4bbea4eff | Clause:
Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties, to the maximum extent permitted by Maryland law, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an Arbitration Award that wou... | Label: Costs |
9cc661af-9e54-4e81-81bd-31625994db18 | Clause:
The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governm... | Label: Organizations |
1011edee-6be1-4499-9f2f-c9d0450bd2d3 | Clause:
(a) Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised b... | Label: Remedies |
14d99d54-5613-40a9-bf94-19dd486f1054 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which hav... | Label: Payments |
0061dd51-71cd-41e8-bd7e-4c06d25f11e0 | Clause:
Employee acknowledges that his employment with Employer is special and unique in character and that Employee will acquire special skill and training and gain special knowledge during Employee’s employment with Employer; that the restrictions contained in Paragraphs 5, 6 and 7 hereof and the Non-solicitation and... | Label: Enforcements |
f9c6d004-0ff6-485c-881c-0fa1647e50af | Clause:
Each Borrower shall execute and deliver to the Lender all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Lender may reasonably request, in order to effectuate the transactions contemplated by this Loan Agree... | Label: Further Assurances |
5906cc08-3ebe-485c-86c7-f0141ea469eb | Clause:
In the event that the Company or any Participant initiates legal proceedings to enforce any provision of this Policy or resolve any dispute hereunder, and the Participant is the prevailing party on at least one material claim, then the Company shall be responsible for payment of the Participant’s costs incurred... | Label: Expenses |
62f0543f-8acb-4ddd-ac21-ef2c866f9a75 | Clause:
During the Employment Period, the Executive shall continue to serve as Executive Vice President and Chief Financial Officer. The Executive shall be based at the Company’s headquarters in New Haven, Connecticut, or such place or places in the continental United States as the Board of Directors of the Company (th... | Label: Titles |
2f7f60f5-4870-4143-a24d-32586ce7814e | Clause:
Parent shall pay, and shall cause each of its Subsidiaries to pay, all material taxes, assessments and governmental levies imposed or assessed on any of them or any of their assets before the same shall become more than 90 days delinquent, other than taxes, assessments and levies (i) being contested in good fai... | Label: Taxes |
963ec862-cf6e-4e7b-b62a-71d7164a7279 | Clause:
Consultant agrees to cooperate and provide reasonable assistance, at the request of the Company, in any and all investigations or other legal, equitable or business matters or proceedings which involve any matters for which Consultant worked on or had responsibility for the Company. Consultant also agrees to be... | Label: Cooperation |
6cfd5010-7724-4fb0-b037-3504a364070f | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment te... | Label: Fees |
21a5fb1d-742a-4b8e-a9e1-2d29f3236ab4 | 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 Agreement. This Agreement may also be executed and delivered by facsimile signature, or signature received as a .pdf attachment to electronic mai... | Label: Counterparts |
a62d69d5-44d0-41da-a262-c2465ab12f27 | Clause:
On the Effective Date, the Closing Date (immediately after giving effect to the Acquisition and the Transactions to occur on the Closing Date) and each other date a Loan is made pursuant to Section 4.02, the Company and its Subsidiaries, on a consolidated basis, are Solvent.
Task: Classify this clause into ONE... | Label: Solvency |
aa25e3f3-5b8c-46a6-b255-5f25f6844a37 | Clause:
The Bank shall withhold from the amounts payable under this Agreement such federal, state and/or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Tax Withholdings |
015930ab-3f88-425b-aa0e-51d5362378ec | Clause:
Except to the limited extent necessary to comply with Applicable Law, legal process, or a court order or to enforce a final settlement agreement or secure enforcement or vacatur or the Tribunal’s award, the Parties agree that the existence, terms and content of any Arbitration, all information and documents dis... | Label: Confidentiality |
20d94c71-4930-4e67-b53a-23c868548dad | Clause:
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Buyer,... | Label: Notices |
0c6e1e7c-7338-49ec-a358-7b64ebd86746 | Clause:
The provisions of this Plan shall be binding upon and inure to the benefit of the Company, its successors, and its assigns, and to the Participants and their heirs, executors, administrators, and legal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Successors |
99b0172c-11b7-404a-b829-13a576cf411c | Clause:
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, heirs, successors, and assigns, provided, however, that neither this Agreement nor any rights or Obligations hereunder shall be assignable by (i) Borrower without first obtaining t... | Label: Assignments |
ac3591f3-3d2b-44ee-844e-a8dcc06ae02d | Clause:
Subject to the provisions for termination as provided in Article 9 of this Employee Agreement, the term of this Employee Agreement shall begin on May 1, 2017 and shall terminate 24 months thereafter (the “ Employment Term ”). This Employee Agreement may be renewed for successive 12 month terms upon the written ... | Label: Terms |
8d4b00d1-8d28-4d3a-a238-e9d3d2f2aab0 | Clause:
Any Lender may at any time, with notice to and the consent of the Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this ... | Label: Participations |
170a55f0-750f-4732-9c1b-58fcd8ecc483 | Clause:
This Agreement shall come into effect as of the Effective Date and, unless otherwise terminated pursuant to the provisions of Article 14 (Term and Termination), shall remain in effect during the Term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Terms |
7f25cfc3-5ba0-4e50-9364-98e05efdc956 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (to be paid by the assignor or the assignee); provided , however , that the Administrative Agent may, in its sole discretion, ... | Label: Assignments |
c5fbf103-b61e-4dcd-ad55-765f0f21ac6c | Clause:
Subject to the provision for earlier termination set forth in Section 5 hereof, this Agreement shall be for an initial term that begins on the Effective Date and continues in effect through the third anniversary of the Effective Date and, unless terminated sooner as herein provided, shall automatically be exten... | Label: Terms |
136b9ce3-1ce0-472a-9c5f-e1978791afa7 | Clause:
The terms and conditions of this Award Certificate may not be amended in any manner adverse to you without your consent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Amendments |
79f79f25-ea45-4fea-838d-ecb0dea3df92 | Clause:
Any successor to Netflix of all or substantially all of Netflix’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) will assume the obligations under the Plan and agree expressly to perform the obligations under the Plan in the same mann... | Label: Successors |
a9150636-7956-43a0-af10-dcf748c4c798 | Clause:
The financial statements of the Company as of December 31, 2016 and for the fiscal year then ended and as of March 31, 2017 and for the three months then ended included in the SEC Filings present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its c... | Label: Financial Statements |
f237975d-2d10-45b8-9f2b-3d1659ff8cd9 | Clause:
All covenants made by the Guarantors herein shall be considered to have been relied upon by the Administrative Agent and the Banks and shall survive regardless of any investigation made by the Administrative Agent or any Bank or on the Administrative Agent's behalf.
Task: Classify this clause into ONE of these... | Label: Survival |
47a7a701-7cb8-47e0-83cd-ea70a3beb614 | Clause:
This Agreement shall remain in full force and effect and shall be fully binding on the Parties in accordance with the provisions hereof until the expiration of the Standstill Period. Notwithstanding the foregoing, this Section 8 and Sections 9-20 shall survive the termination or expiration of this Agreement.
T... | Label: Terminations |
e11e3e78-c7ae-4c24-9514-dfc49daefec3 | Clause:
This Agreement shall be binding upon and inure solely to the benefit of each Party and its permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Ag... | Label: Assignments |
78603edd-a251-44c5-9957-f1c93eafe740 | Clause:
If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of th... | Label: Severability |
88f09815-a2b5-476d-a65f-0f0a72f6363a | Clause:
Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of ... | Label: Benefits |
0534f65b-10bd-46b1-8c2c-08129b0ed32e | Clause:
Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by... | Label: Compliance With Laws |
336d86c8-3a3f-43fa-86be-6a56a867ce5a | Clause:
During and after the Term, you agree to cooperate fully with OSG 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 OSG or any of its affiliates which relate to events or occurrences that transpired while you were employed by OSG... | Label: Litigations |
af8bad06-f2b5-458a-81b8-53b7db2a3d70 | Clause:
The Issuer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and it has all requisite power and authority to carry on its business as it is being conducted. The individual executing and delivering this Agreement on behalf of the Issuer has been duly authorized to... | Label: Authority |
adad4aeb-ec6b-42cd-a832-90adee5bc715 | Clause:
The Parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at Law or in equity.
Task: Classify t... | Label: Specific Performance |
c1014e6c-2c2f-4ca8-b502-50809f64d757 | Clause:
The Executive agrees and acknowledges that his breach of Section 5 or Section 6 cannot be reasonably or adequately compensated for in money damages alone and would cause irreparable injury to the Company. Accordingly, the Executive agrees that, with respect to a breach of such Sections, the Company is entitled... | Label: Remedies |
966ea4ba-83da-4239-ae4d-a6e772b5b626 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,152,220 of... | Label: Closings |
d584d4a9-a6ce-4ae9-bd97-6f7b31c8a21d | Clause:
Each Party hereby represents and warrants that it has full right, power and authority to enter into this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Authority |
149c4d6c-43c2-4074-a4ec-c5a6348c8f48 | Clause:
It is intended that the rights of Participants under this Plan will be exempt from Section 409A of the Code as a “short-term deferral” under the applicable regulations. The Plan shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan is ... | Label: General |
1c0d4602-6425-49d8-87a9-8da0a53ee58c | Clause:
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 its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to t... | Label: Transactions With Affiliates |
3e401ec5-93dd-455b-870e-1979b04312f1 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally (i) a... | Label: Governing Laws |
21c0baaa-9513-4e21-8cef-135521569b21 | Clause:
(a) Any and all payments by any Loan Party to or for the account of any Recipient under any Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Withholding Agent shall be required by any applicable Law to deduct any Taxes from or in res... | Label: Taxes |
dfa2f0c0-a9c3-4de6-8197-93a8f3487ae9 | Clause:
No Party shall assign or otherwise transfer all or any part of this Agreement, nor shall any Party delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any transfer or delegation made without such consent shall be null and void. Unless expressly agreed to in w... | Label: Assignments |
91367cb7-6f0d-451e-a00b-36f5002849e6 | Clause:
All notices, consents, approvals, acceptances, demands, waivers and other communications (“ Notice ”) required or permitted hereunder must be in writing and must be sent by (i) personal delivery, (ii) certified mail, return receipt requested, (iii) for next day delivery by nationally recognized overnight delive... | Label: Notices |
806235d2-1880-4131-8f25-acaa6b3c12d7 | Clause:
The Company agrees that, from time to time upon the written request of the Administrative Agent, the Company will execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement.
Task: Classi... | Label: Further Assurances |
76608fb2-0ad7-4098-bc80-9b5951e3a6ab | Clause:
If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the... | Label: Effective Dates |
3cc83f92-0dd6-48f9-bcf4-2257db0f58c1 | Clause:
The waiver by NIL of any provision of this Grant shall not operate as, or be construed to be, a waiver of the same or any other provision hereof at any subsequent time for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Waivers |
7ed7ba15-e358-4094-8c06-eade4b3e5c4a | 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 August 1, 2016 (the... | Label: Terminations |
9aba64b0-02f0-4e49-b62e-b162bf30aabd | Clause:
Except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, the Company will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted... | Label: Insurances |
d752d6d4-1a23-4d7f-b886-2510a556acce | Clause:
If any provision of this Escrow Agreement for any reason shall be held to be illegal, invalid or unenforceable, such illegality shall not affect any other provision of this Escrow Agreement, this Escrow Agreement shall be amended so as to enforce the illegal, invalid or unenforceable provision to the maximum ex... | Label: Severability |
82e1acaa-8911-45a3-b99d-266953b4fc6b | Clause:
Each of the Loan Parties have filed or caused to be filed when due all federal tax returns or extensions and all material state and local tax returns or extensions that are required to be filed, and have paid or caused to be paid all Taxes as shown on said returns or any assessment received other than those tha... | Label: Taxes |
1c886a27-7d82-44a3-bc73-5376aebd5fa7 | Clause:
That portion of the then-current Operating Budget and the Capital Budget approved by the Company hereunder shall constitute authorization for the Operator to perform, or cause to be performed, the Services contemplated therein. The Operator and Operator Personnel are only authorized to expend the following amou... | Label: Authorizations |
2587f249-8e35-4041-99f9-91d946bc3b4e | Clause:
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, add... | Label: Notices |
3feaeb57-d2cd-4c18-ac6c-2b81440483a3 | Clause:
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive each Closing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or re... | Label: Survival |
9c562185-6536-4f79-85f1-b9c667009506 | Clause:
The Lenders shall have received (i) the financial statements referred to in Sections 3.04(a) and (b) and (ii) projections for the U.S. Borrower and its Restricted Subsidiaries on a pro forma basis for completion of the Refinancing Transactions for the fiscal years 2017 through 2021.
Task: Classify this clause ... | Label: Financial Statements |
c89c82cb-a6ae-4c9e-87e2-f4dea04d2d7d | Clause:
The Corporation will not be required to issue or deliver any certificates for shares of Stock, or to effect the issuance of any non-certificated shares as provided in Section 7.1, prior to (a) the listing of such shares on any stock exchange or quotation system on which the Stock may then be listed; and (b) the... | Label: Compliance With Laws |
9b8fbec7-7edc-465e-9a5c-2eb983a8ee3b | Clause:
This Agreement and the Parties’ performance hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and performed in Pennsylvania without giving effect to any choice of law principles that would require or permit the application o... | Label: Governing Laws |
f986d794-5459-44ea-8028-f59856eefc19 | Clause:
This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications between the parties dealing with such subject matter, whether oral or written, but limited to the Employment Period.
Task: Classify ... | Label: Entire Agreements |
e6ff8acd-7e58-43e9-b959-d9b27f08c96a | Clause:
This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both wr... | Label: Entire Agreements |
e8cc509e-b7f8-43ee-9545-2454c0533458 | Clause:
Employer may, at any time, amend or modify the Plan in whole or in part with respect to Employer. Notwithstanding the foregoing, no amendment or modification shall be effective to decrease the value of a Participant's vested Account balance in existence at the time the amendment or modification is made.
Task: ... | Label: Amendments |
099040ff-23a8-41ad-9f32-844c8cb33ba6 | Clause:
There are no actions, suits or proceedings (whether or not purportedly on its behalf) pending or, to the best of its knowledge, threatened against or affecting it, by or before any Governmental Authority, that involve any of the transactions contemplated by the Credit Documents or the possibility of any judgmen... | Label: Litigations |
944f04a3-1954-436b-96e9-c4f82f8f6310 | Clause:
The Borrower covenants and agrees that as soon as possible following the satisfaction (or waiver) of the conditions precedent set forth in Section 5 , but in any event within one (1) Business Day following the date of this Agreement (or such longer period of time as may be agreed by the Administrative Agent in ... | Label: Disclosures |
7c042c67-2d5f-4693-a1ec-d368a19bb834 | Clause:
There are no Legal Proceedings pending or, to the Knowledge of MMT, threatened against or involving MMT, or any of its respective property or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involv... | Label: Litigations |
758408cd-8d68-482b-b918-b5ca19b03091 | Clause:
No Credit Party will, without Agent’s consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for compromises, adjustments, returns, discounts, credits and allowances in th... | Label: Adjustments |
bfbc6d1f-5a7c-4f85-8983-2a172294b12f | Clause:
The provisions of this Section will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Effective Dates |
8dc647e5-f86c-4dbc-a934-c265d4e29efe | Clause:
THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED ... | Label: Governing Laws |
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