id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1572717e-2fe6-4c70-939c-0fe2e9db4f55 | Clause:
All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile and e-mail communication) and delivered, to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address as shall be designated by such... | Label: Notices |
828fec1f-2c92-46df-80d6-2b1b87aa4961 | Clause:
This letter and the terms herein are open until March 31, 2017. Unless extended by mutual agreement in writing, if the Parties do not, despite acting in good faith, enter into an Acquisition Agreement by that date, this Letter shall terminate automatically. This Letter shall be governed by, and construed in acc... | Label: Miscellaneous |
59fbdd6f-b396-4102-b5e0-6e3a4aa4c215 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic tr... | Label: Counterparts |
0a23e81f-1f22-4828-b332-6a266c9ba18c | Clause:
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR THE ACTIONS OF SUCH PARTY IN THE NE... | Label: Waiver Of Jury Trials |
9f222ed2-0d10-4027-bfcb-e7b1d6ba52c7 | Clause:
This Forbearance Agreement may be signed in counterparts by the parties hereto, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Delivery of an executed counterpart of this Forbearance Agreement by telecopier or electronic mail... | Label: Counterparts |
f15c5a48-bfd1-4906-8d67-586833f83730 | Clause:
To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, protest, notice of acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Collateral Agent exhaust any right or take a... | Label: Waivers |
78f61dc3-004e-46ec-a4e1-3e7435896218 | Clause:
No modification of this Agreement shall be effective unless it is in writing duly signed by all of the Parties hereto.
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: Modifications |
39481211-094b-44c7-994f-1100e1b96153 | Clause:
To the Knowledge of such Seller (a) there are no Required Consents which are required to be obtained, made, or complied with in connection with the transactions contemplated by this Agreement and (b) there are no preferential rights applicable to the transactions contemplated by this Agreement or the sale of th... | Label: Consents |
1333e7f9-3a84-49a8-83c1-84df72dfd166 | Clause:
This Amendment No. 2 shall be deemed to be effective and in full force and effect as of the date hereof. Except as expressly amended by this Amendment No. 2, all terms and provisions of the Registration Rights Agreement shall remain unchanged and in full force and effect without modification, and nothing herei... | Label: Effectiveness |
e3743c22-12c0-4919-98f0-13fcb12290c3 | Clause:
All documents and records of the Company, including, without limitation, all financial records, vouchers, canceled checks, and bank statements, shall be delivered to the Liquidator upon termination of the Company. The Liquidator shall retain such documents and records for a period of not less than seven (7) yea... | Label: Records |
c42745af-2642-45af-b921-c61b9ffa8ecc | Clause:
Use the proceeds of all Loans to finance working capital needs, Permitted Acquisitions, capital expenditures and for other general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rul... | Label: Use Of Proceeds |
740aa066-4d03-4a20-9860-0807b9104572 | Clause:
This Warrant and any provision hereof may only be modified or amended by an instrument in writing signed by the Company and the holder hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Amendments |
060be9af-1474-4900-8adf-2ed51cccf5f2 | Clause:
Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by... | Label: Powers |
9a536436-16fc-4cf0-896a-b5bd0bcb0c92 | Clause:
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, a... | Label: Sanctions |
583237f7-f65a-4a89-bc98-341db86860bd | Clause:
EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS‑COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY ANY LOANS OR EXTENSIONS OF CREDIT FROM AGENT AND LENDERS TO SUCH BORROWER UNDER ... | Label: Releases |
68bce06d-c0d5-4601-80b0-ccb7bf6b22e8 | Clause:
Any notices required or permitted under this Agreement must be in writing and may be delivered personally or by mail, postage prepaid, addressed to (a) the Company at InnerWorkings, Inc., 600 West Chicago Avenue, Suite 850, Chicago, IL 60654, Attention: Corporate Secretary and (b) the Option Holder at the Optio... | Label: Notices |
e9952a11-41aa-4a37-9a53-4e3e5655c9f9 | Clause:
The representations and warranties of the Buyer and the Company contained in Sections 3 and 4 , respectively, and the agreements and covenants set forth in Sections 5, 6 and 9 shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Survival |
c73db95a-6e0e-447b-9295-1f8eabeafece | Clause:
The Committee may at any time amend the Plan, including but not limited to modifying the terms and conditions applicable to (or otherwise eliminating) deferrals to be made on or after the Effective Date to the extent not prohibited by Code Section 409A; provided, however , that no amendment may reduce or elimin... | Label: Amendments |
216a9aa1-86f5-41f5-b1f3-166b213c33d9 | Clause:
The Company shall provide the same disability insurance coverage benefits to the Executive as provided to similarly situated executives of the Company. If, during his employment with the Company, the Executive receives Short-Term Disability Payments, then the Company shall pay the Executive the difference betwe... | Label: Disability |
65ca6950-3fcb-45bf-82be-f4e434384b35 | Clause:
By and immediately upon 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 that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving ... | Label: Participations |
bb585d94-757c-4163-a124-f7d73e72e9a5 | Clause:
Borrower is not in violation of any applicable statute, regulation or ordinance of the United States of America, any state, city, town, municipality, county, or any other jurisdiction, or any agency thereof, which is or could reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause ... | Label: Compliance With Laws |
ae084b8f-fa83-4172-bb94-1da8672eb7e0 | Clause:
All amounts due under this Section and Section 5.11 shall be payable promptly after written demand therefor.
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: Payments |
fcda342a-74f7-4235-baf3-fdeed1d5aeea | Clause:
The representations and warranties in Sections 2.1(a), (b), (c), and (d) and Sections 2.2(a), (b), (c), (d), and (e) will survive the Closing indefinitely. All other representations, warranties will survive for a period of two (2) years following the Closing Date. All covenants will survive (a) for the period o... | Label: Survival |
498e1db2-0687-45e9-9004-8fcfe06ffd35 | Clause:
The Company will use the net proceeds from the sale of the Securities for general corporate purposes, including operating expenses, working capital to improve and promote its commercially available products, advance product candidates, expand international presence and commercialization and general capital expe... | Label: Use Of Proceeds |
fbcd160d-69cc-4c1e-902a-20af4d38abf7 | Clause:
Executive acknowledges that the provisions, restrictions and time limitations contained in Section 5 are reasonable and properly required for the adequate protection of the business of the Company and that in the event such restriction or limitation is deemed to be unreasonable by any court of competent jurisdi... | Label: Severability |
dde10f98-1a45-465c-865e-aa711065ae7a | Clause:
From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid in arrears on the first (1st) day of each month and on the maturity of such Loan... | Label: Interests |
cbb92e50-aa63-498a-9140-af8373b3225c | Clause:
It is agreed that venue for any action arising in connection with this Agreement or the Obligations secured hereby shall lie exclusively with courts sitting in the State of Georgia, unless Lender otherwise agrees in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Venues |
e2ee5d96-f60b-4ad6-9359-88f364f7cdef | Clause:
Any dispute regarding the interpretation of this Agreement shall be submitted by the Director or the Company to the Committee (excluding the Director if he serves on the Committee) for review. The resolution of such dispute by the Committee shall be final and binding on the Director and the Company.
Task: Clas... | Label: Interpretations |
2f7e1e88-78d6-4701-9f7a-146d2a93345f | Clause:
Except as set forth on Schedule 3.6 to the Disclosure Letter as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened in writing against any Credit Party or, to such Borrower’s knowledge, any party to any Op... | Label: Litigations |
4e88444f-01d6-4e88-869a-63d405476afa | Clause:
Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of a Loan Party and, within 30 days thereafter (or such later date as the Administrative Agent shall agree in its reasonable discretion), (i) unless such Person is an Excluded Subsidiary, the Borrower shall (A) cause suc... | Label: General |
7bcaf806-0c45-4ddc-9656-08d2f9417998 | Clause:
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the... | Label: Severability |
153f16eb-d27b-40c8-98ee-d9024ba956e2 | Clause:
Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by facsimile transmission or other electronic means and electronic confirmation of error free receipt is rec... | Label: Notices |
5f3b56e8-31f7-4e82-bb64-0409c835a9b0 | Clause:
All representations and warranties contained herein or made in writing by Borrower in connection herewith shall survive the execution and delivery of the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Warranties |
eb137efc-b532-4e82-a692-832aa19f18d8 | Clause:
Any notice required to be given hereunder to the Company shall be in writing addressed to the Company, attention Senior Vice President, Chief Human Resources Officer, One CVS Drive, Woonsocket, RI 02895, and any notice required to be given hereunder to Participant shall be addressed to Participant at his addres... | Label: Notices |
49670d03-6378-4ba1-b1d8-b2044889d49a | Clause:
For the avoidance of doubt, the Administrative Agent and the Lenders party hereto hereby waive (i) any non-compliance with Section 6.13(c) of the Credit Agreement (as in effect prior to the effectiveness of this Amendment) due to the Loan Parties and their Subsidiaries making Capital Expenditures during the 201... | Label: Waivers |
c905fe0e-1d65-4952-bd5e-28f3c00d0893 | Clause:
This Agreement shall be binding upon Executive and on the Employer, its successors and assigns on the Effective Date, subject to the approval by the Boards of Directors of the Company and the Bank. The Employer will require any successor to all or substantially all of the business, stock or assets of the Employ... | Label: Binding Effects |
5b6d1f61-0146-45de-a4c4-192b73564d5a | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTION 5.1 OF THE S... | Label: Governing Laws |
58509d2a-4a57-420a-8ac0-e3ae0dc0b269 | Clause:
All payments will be made in lawful money of the United States of America at the principal office of the Company, or at such other place as the Holder may from time to time designate in writing to the Company or in Common Stock (at a fixed rate of $0.75 per share) at the Holder’s discretion (the “Put Right”). P... | Label: Payments |
c830dcde-9186-4f83-9cd1-d4c740f74f83 | Clause:
To Buyer’s knowledge, (i) this Agreement does not violate any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject and (ii) all documents to be executed by Buyer which are to be delivered at Closing will not, at the time of Closing, violate any provision of any agr... | Label: No Conflicts |
dd845bdb-9cc3-414b-b03a-6b9832cb651f | Clause:
The Plan contains provisions covering the treatment of Shares in a number of contingencies such as stock splits, mergers and Change of Control transactions. Provisions in the Plan for adjustment with respect to the Granted Shares and the related provisions with respect to successors to the business of the Comp... | Label: Adjustments |
b3ca27b6-6903-494f-90d4-e21c2bbedae4 | Clause:
Company and Sellers agree and acknowledges that Company’s business is unique and recognize and affirm that in the event of a breach of this Agreement by such Person, money damages may be inadequate and Buyer may have no adequate remedy at Law. Accordingly, Company and Sellers agree that Buyer shall have the ri... | Label: Specific Performance |
c92613e2-4c6a-4571-930e-e98aed909c6e | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a part... | Label: Counterparts |
12a0e783-d573-464e-8ee1-07bfa952b921 | Clause:
Except as permitted by Section 8.01, each Obligor has good and indefeasible title to all properties owned by it, free and clear of all Liens, other than Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Titles |
7bd42de7-1476-43b8-b33c-72caf5fe1009 | Clause:
In the event that an arbitrator or court of competent jurisdiction enters a final judgment or decision holding invalid any provision of this Agreement, the remainder of this Agreement shall be fully enforceable to the fullest extent permitted under law. Each clause of this Agreement is an independent agreement... | Label: Severability |
0f05de9f-1fab-4ea7-8233-d7152c6f9898 | Clause:
This Agreement is a personal contract and the Employee may not sell, transfer, assign, pledge or hypothecate his rights, interests and obligations hereunder. Except as otherwise herein expressly provided, this Agreement shall be binding upon and shall inure to the benefit of the Employee and his personal repres... | Label: Assignments |
1eb93006-0382-4833-a796-62d5ffbcaea7 | Clause:
If Grantee receives current benefits under the Corporation’s long‑term disability plan while any portion of this award remains unvested, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse as provided in Section 3.1(a), subject t... | Label: Disability |
5bc59e0e-0e89-4506-baa3-e82805edcd57 | Clause:
If the Participant ceases to be employed by the Company for any reason or no reason, with or without cause, before the Units vest in full, all the Units that are unvested as of the time of such employment termination shall be immediately forfeited to the Company.
Task: Classify this clause into ONE of these ty... | Label: Forfeitures |
5cb2df4f-912a-4e82-a341-ac426dcbe209 | Clause:
This Agreement may not be altered, changed or amended, except by an instrument in writing signed by the 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, Auth... | Label: Amendments |
d084d12f-4bf5-42db-97e7-421078abafd0 | Clause:
This Release Agreement may be executed by facsimile and in two (2) or more counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Counterparts |
b6683b75-1169-4ae2-a4de-d040d5ff3c05 | Clause:
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04 . Delivery of an executed signat... | Label: Counterparts |
cebb0e8a-f9c3-4091-a9e2-3bc1a89472c7 | Clause:
VMRE may assign its rights under this Agreement in whole or in part at any time to any Affiliate without the consent of Carvana. With respect to any assignment of VMRE’s rights under this Agreement in whole, such Affiliate must have the ability to fulfill the terms of this Agreement and must expressly assume al... | Label: Assignments |
ab9b876d-6a8f-4746-97e6-e2c0ce0414e2 | Clause:
Except to the extent the RSUs covered by this Agreement have become nonforfeitable pursuant to Section 4 or Section 5 hereof, the RSUs covered by this Agreement shall be forfeited automatically and without further notice, and shall no longer be considered covered by this Agreement, on the date on which Grantee ... | Label: Forfeitures |
7f329abd-0be2-48d9-a697-75f8eb528a46 | Clause:
Borrowers will not use any proceeds of any Loan, directly or indirectly, for any purpose other than (a) on the Agreement Date, to pay transactional fees, costs and expenses incurred in connection with the Loan Documents, (b) on the Agreement Date, to refinance or pay off indebtedness for money borrowed prior to... | Label: Use Of Proceeds |
a92a62f8-088a-4918-82c3-bc654da8d832 | Clause:
Within 30 days after the date hereof, your base salary shall be increased to $325,000 effective as of January 1, 2017.
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: Base Salary |
2cc4af7a-efa4-469f-afc9-92af9ba16205 | Clause:
Title to any and all New Amorphous Alloy Coating Technology shall vest solely and exclusively in LMCE, regardless of inventorship. Licensee hereby assigns to LMCE, and will cause its employees, contractors, representatives, successors, assigns, affiliates, parents, subsidiaries, officers and directors to assign... | Label: Assignments |
5bffee3c-8347-42b7-a4d0-be9e8f2c3317 | Clause:
The Company will indemnify Employee with respect to matters relating to his services as an officer and/or director of the Company, if applicable, to the extent set forth in the Company’s bylaws and in accordance with the terms of any other indemnification which is generally applicable to executive officers of t... | Label: Indemnifications |
e16aa31e-5f0f-4d45-9c8b-8c49af4a7477 | Clause:
This Amendment may be signed in counterparts (by facsimile transmission or otherwise) but all of such counterparts 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 Laws, Applicable... | Label: Counterparts |
1f110b14-4165-42e6-9096-9dfb33a0e517 | Clause:
Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary... | Label: Use Of Proceeds |
441f5999-2651-40eb-9ff6-cd738f7988c0 | Clause:
The consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Holder and this Note has been duly and validly authorized, executed and delivered on behalf of Holder. Upon execution by Holder, this Note will be a legal, valid and binding obli... | Label: Enforcements |
54419640-db57-4957-ba78-5c3510b972cf | Clause:
Grantor agrees to pay upon demand all of Lender's costs and expenses, including attorney's fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcemen... | Label: Expenses |
e1e4c70b-e776-4a1b-bce1-d4007332e292 | Clause:
With respect to services provided by Will both prior to and after the effective date of this Agreement, the Company shall indemnify Will to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented, or by any successor thereto... | Label: Indemnifications |
2596d15e-45cc-4dcb-bb8c-4fd02d89d25d | Clause:
The Company is a business company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of the Company is a co... | Label: Organizations |
38689fc7-232e-46b6-b9d8-b043e0f8f812 | Clause:
No failure on the part of the Senior Agent or any Senior Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other by further exercise thereof or the exercise of any other right. The ... | Label: No Waivers |
c413d8a2-df33-4dba-96aa-9f4284b89a7f | Clause:
Without limiting or qualifying Micron’s liabilities, obligations, or indemnities otherwise assumed by Micron pursuant to this Agreement, Micron shall maintain, at no charge to Intel, with companies acceptable to Intel: Commercial General Liability insurance with limits of liability not less than [***] Dollars (... | Label: Insurances |
882eb878-3747-4f29-95d2-e20bfc38a3a0 | Clause:
It will not create, or participate in the creation of, or permit to exist, any Lien with respect to the Collection Account or any account into which collections on the Receivables are deposited, except as set forth in the Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Liens |
a31c7ebe-f403-45c3-bccb-96d3d90ebad3 | Clause:
Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Fees |
ab40108b-a1bf-4dfb-866e-8bb04729c775 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Counterparts |
20e03e58-039b-4ed2-a1b3-2c752f9d737a | Clause:
During the existence of a Default, the Collateral Agent may, and at the direction of the Required Lenders shall, exercise from time to time any rights and remedies available to it under the UCC or otherwise available to it. Without limiting the foregoing, during the existence of a Default, the Collateral Agent ... | Label: Remedies |
c5bf0950-2a08-4cdb-a25e-6a9b249bb8d8 | Clause:
This Guaranty embodies the entire agreement and understanding between Lender and Guarantor with respect to the subject matter hereof and supersedes all prior agreements and understandings between such parties relating to the subject matter hereof. Accordingly, this Guaranty may not be contradicted by evidence o... | Label: Entire Agreements |
5ad0718e-06bb-4d7d-9970-5ed348ab5200 | Clause:
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement, except that the defined terms “Lender”, “Term Lender” and “Required Lenders” shall have the meaning given such terms by the Existing Credit Agreement.
Task: Classify this clause into O... | Label: Defined Terms |
5d0d4cbf-4425-4640-be6a-aca6f88ad385 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES TH... | Label: Applicable Laws |
1c11514f-8887-4fb2-aba4-bfc7b810e027 | Clause:
Lender shall not be subject to any provision of the Lease that is inconsistent with this Agreement. Nothing contained in this Agreement shall be construed to derogate from or in any way impair or affect the lien or the provisions of the Mortgage. This Agreement shall be governed by and construed in accordance w... | Label: Miscellaneous |
90833d63-ebf2-435d-a724-8853926aa513 | Clause:
Except as otherwise provided in Section 9, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Governing Laws |
4ea66d7a-cf56-44dd-9970-329252b409ad | Clause:
This Joinder Agreement is a Loan Document executed in connection with the Credit Agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Joinder Agreemen... | Label: Miscellaneous |
0458ac16-1057-410d-b144-5ea8c2955ec4 | Clause:
This Fourth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Governing Laws |
f391276d-3237-4d1d-8521-f52fcc4928b4 | Clause:
This Agreement, the Confidentiality Agreement, and the Stock Option Agreements shall represent the entire agreement of the parties with respect to the arrangements contemplated hereby. No prior agreement, whether written or oral, shall be construed to change, amend, alter, repeal or invalidate this Agreement. T... | Label: Entire Agreements |
f86a60f1-71ac-4dbd-9bff-75ca13cbda05 | Clause:
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT, THE REVOLVING NOTE AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICAB... | Label: Governing Laws |
5be6cd6f-ded7-4a4e-a3c3-3aa71fef6c06 | Clause:
(a) Commitment Fee . The Borrower agrees to pay to each Lender a commitment fee on the average daily unused amount of such Lender’s Commitment (i) in the case of each Lender on the Effective Date, from the Effective Date or (ii) in the case of any Lender that becomes a Lender after the Effective Date, the effec... | Label: Fees |
b20684b5-0b6c-4357-bee8-87737d9c77a3 | Clause:
You agree that through September 30, 2018 or as long as you continue to receive Salary and Wage Continuation payments under this Agreement, whichever occurs first, you will respond in a timely and helpful manner via telephone or email to CSI’s questions regarding your employment with CSI, such as, but not limit... | Label: Cooperation |
63d44c8b-8001-4b53-9071-ad1c156ac0e7 | Clause:
No broker, investment banker, financial advisor or other Person is entitled to any brokerage, finders’, advisory or similar fee in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Principal Holder.
Task: Classify this clause into ONE of these t... | Label: Brokers |
e8eca04f-e69b-44d7-b85f-834586f7d68e | Clause:
Employee agrees that he shall continue to serve the Company as Chief Financial Officer until the Employment Termination Date (as defined below) or such earlier time as the Board of Directors determines. Prior to the Employment Termination Date and during the period from the date hereof through and including the... | Label: Duties |
80b8a283-6b90-455d-a6c7-2e18458781fd | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any material property or assets to, or purchase, lease or otherwise acquire any material property or assets from, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms a... | Label: Transactions With Affiliates |
75da8b99-3409-4996-99e2-2ad9dd6ed181 | Clause:
All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Borrower. Prepayment of this Note may be made at any time without penalty.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Payments |
7d35f1d8-f9d5-4608-b3a2-a5a6a9c43b96 | Clause:
On Kimball’s first regular payroll date following the Termination Date, Kimball will pay Executive’s full base salary earned through the Termination Date at the rate in effect on the date Notice of Termination is given.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Base Salary |
2690f34e-3f9e-4b1e-bd49-96da9fe0ab13 | Clause:
Upon any Change in Control prior to December 31, 2019, the amount of cash that shall be paid in settlement of this Award shall be equal to the greater of (i) the Base Cash Amount (as set forth in the Notice of Grant) or (ii) such Base Cash Amount multiplied by the 2019 Revenue Performance Multiplier, multiplied... | Label: Change In Control |
9d969739-8894-480a-9274-027b0ceccfd4 | Clause:
This Amendment may be executed in any number of counterparts, each of which will be considered to be an original, and all such executed counterparts will together constitute one document. The provisions of this Amendment are severable, and if any one or more provisions are determined to be judicially unenforcea... | Label: Miscellaneous |
1ed63e4f-00e2-43e1-be1e-25e72ac8b01f | Clause:
If any term or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the econom... | Label: Severability |
72392f31-ecc6-41b1-980f-fe32ac724025 | Clause:
The Participant is responsible for payment or satisfaction of any federal, state, local and other taxes which must be paid or withheld in connection with this Award and the vesting of Shares hereunder, and no certificate representing the Shares of Restricted Stock may be released from the escrow established pur... | Label: Tax Withholdings |
0fe0e1ff-eab3-4286-b35d-7181c8a8e9f0 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
bc2aee11-53d5-41bb-95c7-4e946e7a6408 | Clause:
The Borrower will not, and will not permit any Restricted Subsidiary 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 its Affiliates, except (i) (A) (x) transactions be... | Label: Transactions With Affiliates |
87939e78-ee27-45d3-8b1e-a93bde8fa96c | Clause:
The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Houston, Texas time, three Business Days before the date of prepayment, or (ii... | Label: Notices |
72a6f3ff-fa2e-4560-8609-590a158cf4f6 | Clause:
Whenever possible each provision and term of this Amendment will be interpreted in a manner to be effective and valid. If any term or provision of this Amendment or the application of any such term or provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a co... | Label: Severability |
bb65ff43-48ad-4135-882c-8bcaca6662c0 | Clause:
As consideration for the commitments and agreements of the Commitment Parties hereunder, the Company agrees to pay the fees described in the Term Sheet and the Fee Letters on the Closing Date on the terms and subject to the conditions set forth therein. The terms of the Fee Letters are an integral part of each ... | Label: Fees |
991d0362-9384-4af1-aaff-ff1fa8f7cf09 | Clause:
At any time and from time to time each Loan Party shall execute and deliver such further instruments and take such further action as may reasonably be requested by Lender to effect the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Further Assurances |
cc84ec84-7c65-4eed-bb16-9ff8ceea6e89 | Clause:
Neither the execution and delivery of this Agreement by such Stockholder, nor the performance by such Stockholder of its obligations under this Agreement, will (i) conflict with or violate any provision of the organizational documents of such Stockholder or (ii) (A) violate any Law applicable to such Stockholde... | Label: No Conflicts |
eccbe094-cd4c-4883-b1f3-c70e609650e9 | Clause:
Rates and Payment Dates . (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Interests |
f7398694-eaa7-4eb3-bbbb-b72a0bf36ab7 | Clause:
This Agreement shall be deemed to have been executed and delivered within the State of Washington, and, except for Section 11, which shall be governed by the Federal Arbitration Act (both substantively and procedurally), the rights and obligations of the parties hereunder shall be construed and enforced in acco... | Label: Governing Laws |
26b73122-6872-4bae-b662-358b96c07e02 | Clause:
All notices and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made by telecopy or other writing and telecopied, mailed or delivered to the intended recipient (a) in the case of each of the Borrowers,... | Label: Notices |
66b2500d-45aa-4841-a146-414b57c298f2 | Clause:
The provisions of Clause 32.2 (Consent to Jurisdiction) of the Loan Agreement shall apply to this Fourth Amendatory Agreement as if set out in full but so that references to “this Agreement” are amended to read “this Fourth Amendatory Agreement”.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Consent To Jurisdiction |
3e965ab7-f4fd-4966-9870-e6198c264174 | Clause:
The Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of not less than $375,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a... | Label: Base Salary |
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