id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
549b72b6-b1ec-4917-b16a-01397a881953 | Clause:
Borrower has used the proceeds of all Advances in accordance with the terms and conditions of the Credit Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Use Of Proceeds |
15195de6-bd4f-4c47-8457-185a351f2bce | Clause:
The Borrower shall have paid to the Lenders the fees payable on or before the Effective Date referred to in Section 2.16 and all expenses payable pursuant to Section 8.3.1 which have accrued to the Effective Date, in each case, for which invoices have been presented at least three Business Days prior to the Eff... | Label: Fees |
549954f3-9e0e-4e3a-95af-9d8c2d3af82d | Clause:
No investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of the Buyer who is entitled to any fee or commission or similar payment in connection with the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Brokers |
e0634e3b-d811-48aa-ba0c-4181d51c37b7 | Clause:
Borrower shall indemnify, defend and hold Lender and its directors, officers, employees, agents and attorneys (each an " Indemnitee ") harmless against any claim brought or threatened against any Indemnitee by Borrower or any guarantor or endorser of the obligations of Borrower to Lender, or any other person (a... | Label: Indemnifications |
42b10c69-d32c-4872-a8aa-cec135b3411c | Clause:
The unpaid principal amount of each Portion of the Revolving Credit Loans shall, subject to the following sentence and Section 2.6(g) , bear interest at the applicable Interest Rate. If at any time such rate of interest would exceed the Maximum Rate but for the provisions thereof limiting interest to the Maximu... | Label: Interests |
05e3f60d-fde6-491c-b9a5-b96b7852ec31 | Clause:
Notwithstanding any other provision of this Agreement, you hereby acknowledge that the Company owns the exclusive right, title and interest in and to the Confidential Information and the intellectual property embodied in, relating to, based upon or arising from Confidential Information. You also acknowledge tha... | Label: Intellectual Property |
a19418be-ba83-4407-9d6f-60d20cbd8c8d | Clause:
The Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Recipient’s personal data as described in this Award Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the... | Label: Consents |
8b1b3ce9-17bd-448d-b0d1-d0bff5fb1f37 | Clause:
Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement, violation, or misappropriation by any Third Party of the Licensed Rights or the Sublicensed Rights of which it becomes aware, and following such notification, the Parties shall confer as to any response theret... | Label: Notices |
1be1db08-fc6f-41a3-b352-a4ce1a587454 | Clause:
The Partnership may withhold from any amount paid under this Agreement all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Tax Withholdings |
f04077a2-56a0-4828-b758-92772ef66bde | Clause:
Either Party, by written instrument, may (i) waive compliance by the other Party with, or modify any of, the covenants or agreements made by the other Party in this Agreement or (ii) waive or modify performance of any of the other obligations or other acts of the other Party. The delay or failure on the part of... | Label: Waivers |
acd866ba-179e-4ed3-bfa7-633442fea45c | Clause:
Executive shall receive a Base Salary at an annual rate of $365,000, payable semi-monthly in equal installments in accordance with the Company’s normal payroll practices. The CEO shall provide Executive with annual performance reviews, and, thereafter, Executive shall be entitled to such increase in Base Salary... | Label: Base Salary |
dabf2d26-89e8-4d2a-96fb-4ee7f5910985 | Clause:
During the Term and for a period of one (1) year thereafter, Company will keep all usual and proper records related to this Agreement. Expedia may, upon one (1) weeks’ notice, audit Company’s records and consult with Company's accountants for the purpose of verifying Company’s compliance with the terms of this ... | Label: Records |
703bb95d-4b9b-46b8-a6f4-fc0768af85a1 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided a Purchaser or its agents or counsel with any information that it believes constitutes or might cons... | Label: Disclosures |
43909063-0220-4d0a-b619-a4927c9fbaab | Clause:
No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property th... | Label: Sales |
1010a5ac-66b5-4265-8e9c-2566a1907693 | Clause:
The performance by the Borrower and, if applicable, the Subsidiaries of its or their obligations under Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and ... | Label: No Conflicts |
ceed856f-f2f6-4a5b-9200-d2e957cf7ad9 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (A) a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, (B) a Defaulti... | Label: Participations |
eaa0e113-e198-4ddb-9d03-89f19e048d78 | Clause:
This Award shall be construed, administered and enforced according to the laws of the State of Maryland; provided, however, no Restricted Shares shall be issued except, in the reasonable judgment of the Company, in compliance with exemptions under applicable state securities laws of the state in which the Parti... | Label: Governing Laws |
fbd0a34c-bc63-4fdb-bd71-3c6ba4e77013 | Clause:
Except as otherwise expressly provided herein, all defined terms used in this Agreement shall have the same respective meanings as are provided for such defined terms in the Leases. Insofar as the specific terms and provisions of this Agreement purport to amend or modify or are in conflict with the specific te... | Label: Miscellaneous |
a58362d4-3bff-4c13-8880-960bdf36c10a | Clause:
No financial statement, material report, material certificate or other material information furnished (whether in writing or orally) by or on behalf of any Credit Party or any Subsidiary thereof to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delive... | Label: Disclosures |
780d8588-4034-4b60-9f95-65b2e3ab7fe8 | Clause:
Each of the Company and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which t... | Label: Taxes |
a1e676c9-97b8-4dc7-a0a9-00a8a8b10d8c | Clause:
Guarantor agrees to the provisions of the Loan Documents and hereby waives notice (except for notices expressly required under this Guaranty or any other Loan Documents), of and any rights of consent to (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment o... | Label: Waivers |
53ad4e10-0154-4128-8521-8304b664fae5 | Clause:
If the Grantee’s employment with the Company or a Subsidiary terminates before December 31, 20[__] and before the occurrence of a Change in Control due to the Grantee’s death, Disability or Retirement, the Company shall pay to the Grantee or his or her executor or administrator, as the case may be, at the time ... | Label: Disability |
df09fa85-4743-4bf7-899c-51ff22ee64d9 | Clause:
This Agreement (together with the Exhibits attached hereto) embodies all of the representations, warranties, and agreements between the parties hereto relating to the Employee’s employment with the Company. No other representations, warranties, covenants, understandings, or agreements exist between the parties ... | Label: Entire Agreements |
a0c3e8db-f334-49c5-b420-6e82118a1523 | Clause:
The original effective date of the Plan was January 1, 1997 and the Plan as Amended and Restated herein shall commence on the Effective Date, subject to the terms of the Plan, including those requiring approval by the shareholders of the Company and those limiting the period over which any Benefits may be grant... | Label: Terms |
5773b23c-8736-4655-b3c4-0b9735a855b0 | Clause:
On August 29, 2017, the Trust shall deliver the Stock to the Corporation’s transfer agent via electronic transmission from the Trust’s account at The Depository Trust Company upon receipt of the Total Price by wire transfer in immediately available funds to such account(s) as the Trust shall direct.
Task: Clas... | Label: Closings |
ba6e43d2-9059-4331-ad60-3d7b3375b509 | Clause:
This Agreement shall be construed and interpreted in accordance with the laws of the State of California and all rights and remedies shall be governed by such laws without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Applicable Laws |
c0adf590-610e-424b-8736-9da8d028ae1e | Clause:
The Agent and the Lenders shall have received from the Borrower payment of all fees required to be paid on or before the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Fees |
c1cc0136-3783-44bd-bd76-7a5b089c3eab | Clause:
No waiver by either party of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any other provision or condition at the time or at any prior or subsequent time. This Agreement and the provisions contained in it shall not... | Label: Waivers |
b45187d5-7f8b-4de3-8593-285b174d77a0 | Clause:
This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns, including the successors and assigns of the Company Entities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Binding Effects |
3a18c1f7-5a2a-4a94-8dfa-9f69f3a043cd | Clause:
There is no action, suit, proceeding or investigation pending or, to the best of Borrower’s knowledge, threatened against Borrower, Owner, Guarantors, the Manager, the Collateral or the Property in any court or by or before any other Governmental Authority which, if adversely determined, could reasonably be exp... | Label: Litigations |
680a14f0-ddf6-441d-805b-28ec08b63534 | Clause:
The aggregate number of shares or other securities and types of all authorized, issued and outstanding classes of capital stock, Options and other securities of the Company and of the Subsidiary (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company ... | Label: Capitalization |
1a51d94d-103b-4af8-af4d-b08ebf6e26d6 | Clause:
If any term or other provision of this First Amendment is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this First Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transact... | Label: Severability |
edf00f40-1fa9-4d0c-a5c7-83eee297aa23 | Clause:
During the Employment Period, the Employee shall receive a base salary at a rate of $180,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, and shall be subject to review on an annual basis as determined by the Board or a committee thereof (the “ Base Salary ”)... | Label: Base Salary |
ec376463-a3ca-413e-a2c7-0a967d54fe6b | Clause:
The Committee is authorized at any time during or after a Performance Period, in its sole and absolute discretion, to reduce or eliminate a Bonus payable to any Participant for any reason. No reduction in a Bonus payable to any Participant shall increase the amount of the Bonus payable to any other Participant.... | Label: Adjustments |
d84f5456-88a2-4800-82ae-c20a064476fc | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreement, provided that, except to the extent explicitly provided herein, ... | Label: Integration |
c47bde85-537c-49cf-b343-25306852b677 | Clause:
Unless specifically indicated otherwise, this Plan supersedes any and all prior communications, understandings, arrangements or agreements between the parties, including the Company, the Board, the Committee and any and all Participants, whether written, oral, express or implied relating thereto.
Task: Classif... | Label: Entire Agreements |
3f91138b-8eae-4291-9758-ac16200c8ac9 | Clause:
Your annualized salary will be $325,000. Salary will continue to be payable in accordance with the Company's standard payroll policies, and subject to required withholding.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Base Salary |
4eee07df-9774-4158-812b-d97906aa2d8b | Clause:
Each of the Lenders and the Issuing Bank hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by ... | Label: Authority |
7b992723-76ea-4b45-a0ff-1f8744a3abbf | Clause:
The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights Agent ... | Label: Waivers |
6533d2c3-bfe3-4cbc-af4f-cdfcaeddc4c7 | Clause:
The party with the right to take action pursuant to Section 10.3.2 will have the sole right to select counsel for any Action brought by it and will pay all expenses of such Action, including attorneys’ fees and court costs. If required under applicable Legal Requirements in order for such party to initiate and/... | Label: Expenses |
5ab528a7-76cd-491d-b872-16c86056bc54 | Clause:
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including, without limitation, loss or dam... | Label: Insurances |
82264bd4-71d3-4b96-b3a4-71d2851861b8 | Clause:
Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature;... | Label: Confidentiality |
7f585bb8-96c7-43c9-b184-107ad1448d2f | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement and the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of th... | Label: Disclosures |
ee6e367d-070d-4f46-ae25-8dc0e17b0f39 | 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 constitute one and the same instrument. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of... | Label: Counterparts |
6d3f38cc-f92b-4b35-aa4c-3362f2f5b526 | Clause:
This Addendum and any amendments, waivers, or consents relating hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute but... | Label: Counterparts |
9461faee-4fa4-4aca-b4c3-1d6717e4c587 | Clause:
Borrower, the Loan Parties and General Partner have filed all tax returns (federal, state and local) required to be filed and have paid all taxes, assessments and governmental charges and levies due and payable without the imposition of a penalty, including interest and penalties, except to the extent they are ... | Label: Taxes |
20b4637e-e1ea-4fe8-b87d-3c281e7db306 | Clause:
Unless otherwise required by applicable law (including any disclosure required by the Exchange Act, except with respect to any Fee Letter), each of the Seller and the Servicer agrees to maintain the confidentiality of this Agreement and the other Transaction Documents (and all drafts thereof) in communications ... | Label: Confidentiality |
d3d58f2b-61ba-438a-adc9-65cf12db54d5 | Clause:
In this Agreement, unless a clear contrary intention appears, (a) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (b) reference to any Article or Section, means such Article or Sect... | Label: Interpretations |
b87e46e1-0382-430a-a99b-6c0d04079e48 | Clause:
Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Colorado and has all requisite corporate power and authority to carry on its business as now conducted. Buyer has full organizational power and authority to execute and deliver this Agreement and each of... | Label: Authorizations |
69a242c5-cb86-4ab5-b431-b401947085c6 | Clause:
This Agreement shall not terminate until the Company is terminated in accordance with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: Terms |
85dfb8e8-de8f-415c-bbf2-db8df0a4c0ba | Clause:
This Agreement may be executed in one or more counterparts, each of which will constitute an original and all of which together will constitute a single agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
3bad96c9-c4ff-4781-b558-721b22cc0c29 | Clause:
The Administrator may determine the time or times at which an Award will vest or become exercisable, the terms on which an Award requiring exercise will remain exercisable and the effect of a termination of a Participant’s Employment on Awards then held by the Participant. Without limiting the foregoing, the Ad... | Label: Vesting |
0ec50cf9-908e-4316-b32a-10f91b0d7470 | Clause:
The Guarantor hereby agrees that the Obligations will be paid to the Buyer without set-off or counterclaim in U.S. Dollars.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Payments |
64f7f6c1-5ece-4b58-82e4-b33ae2ed49d6 | Clause:
There shall be deducted from all deferrals and payments under the Plan the amount of any taxes required to be withheld by any federal, state or local government. FICA taxes required to be withheld at the time of an Employee deferral or an Employer Contribution in accordance with Code Section 3121(v) shall be pa... | Label: Tax Withholdings |
652be93f-c014-427d-acbb-b7d4af0055b7 | Clause:
This Agreement, together with the Stock Purchase Agreement and the Schedules and Exhibits hereto, set forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersede and terminate all prior agreements and understanding between the Parti... | Label: Entire Agreements |
0380e079-8bfd-4d94-abd2-37efa4f44b12 | Clause:
There are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Borrower Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmenta... | Label: Litigations |
4433539c-8066-49eb-bf12-5229142f9c87 | Clause:
Capitalized terms have the meanings set out or referred to in this Section 1 or as otherwise defined in this CMA. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement (as defined below).
Task: Classify this clause into ONE ... | Label: Definitions |
0882116b-3ffd-4ff9-8945-9ffed536a45e | Clause:
The Administrative Agent shall have received a Notice of Borrowing, Notice of Swingline Borrowing or Letter of Credit Application, as applicable, from the Borrower in accordance with Section 2.3, Section 3.2 , Section 4.2(a) or Section 5.2 , as applicable.
Task: Classify this clause into ONE of these types (ex... | Label: Notices |
335811fc-a3c2-4ef8-9daa-77485070e201 | Clause:
Company agrees to pay promptly (a) all of each Agent’s actual and reasonable costs and expenses of negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable fees, expenses and disbursements of counsel... | Label: Expenses |
be86b4ec-d858-4e0c-af0d-e3a274ac11fe | Clause:
This Release shall be governed by the internal laws of the State of Delaware, without regard to its conflict of laws principles. Each party to this Release irrevocably submits to the non-exclusive jurisdiction of any state or federal court within the state of Delaware with respect to any cause or claim arising ... | Label: Governing Laws |
9214020c-6689-410e-a2b2-56d32e541c41 | Clause:
This Secured Hedge Provider Joinder may be executed by one or more of the parties hereto on any number of separate counterparts, each of which shall be an original, but all of which, taken together, shall constitute one original agreement. Delivery of an executed counterpart of this Secured Hedge Provider Joind... | Label: Counterparts |
8b188c8f-ffb0-4207-ac7d-9c89faf0f830 | Clause:
Your obligations under paragraphs 8(a) through 8(h) and Employer’s obligations under paragraph 8(h) shall remain in full force and effect for the entire period provided therein (and only for such period, subject, however, to the provisions of paragraph 12(j)), notwithstanding the termination of your employment ... | Label: Survival |
884f68de-bdb0-476c-a9f5-be5127366279 | Clause:
This Loan is being delivered in and shall be construed in accordance with the laws of the State of Nevada , without regard to the conflicts of law’s provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
7118f5ce-2f48-41f8-873f-99eb5380ad25 | Clause:
Executive shall be entitled to receive proper reimbursement by CBI for all reasonable, out-of-pocket expenses incurred by Executive (in accordance with the policies and procedures established by CBI for its senior executives) in performing services under this Agreement, provided Executive submits reasonable doc... | Label: Expenses |
add50940-eebe-4bab-8f2e-039fe0fed5b7 | Clause:
In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the Closing, Purchaser shall purchase, and the Company shall sell and issue to Purchaser, ___ Units, at a negotiated purchase price (the “ Purchase Price... | Label: Sales |
1165e3ac-cfcd-40d6-af00-97f44e9fde24 | Clause:
This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of England and Wales, without giving effect to otherwise applicable principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Governing Laws |
b346257e-ac20-4829-bb5e-8abe91bbd548 | Clause:
This Security Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction othe... | Label: Governing Laws |
b3054473-30d0-4fa4-bf38-125cb20a75f8 | Clause:
This Agreement, the Consulting Agreement, the Option Agreement and the Confidentiality Agreement contain the entire agreement between the Parties, and, except as otherwise provided herein, this Agreement, the Consulting Agreement, the Option Agreement and the Confidentiality Agreement supersede any other oral o... | Label: Entire Agreements |
7c655cf5-7c6c-4bc0-89c7-1ff25d44ff2b | Clause:
Except as disclosed in the INVU SEC Documents, there is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving INVU. Except as disclosed in the INVU SEC Documents, there is no action, suit or proceeding pending or th... | Label: Litigations |
879a8b16-ecf5-4b34-a00c-0fe7ca5d4f88 | Clause:
The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Headings |
7d6209b7-e602-493f-8dc6-d05f9a6c06e6 | Clause:
The Purchasers in each Purchaser Group agree to indemnify their Funding Agent in its capacity as such (without limiting the obligation (if any) of the Seller, the Depositor, the Issuer or the Servicer to reimburse such Funding Agent for any such amounts), ratably according to their respective percentage interes... | Label: Indemnifications |
27c79688-f8a8-493e-8ce7-44dd806b3d7e | Clause:
This Agreement shall automatically terminate without further action upon the earliest to occur (the “ Expiration Date ”) of ( i ) the Effective Time, ( ii ) the termination of the Merger Agreement in accordance with its terms, ( iii ) the effectiveness of any amendment to the Merger Agreement that is not expres... | Label: Terminations |
ad0bfcaf-f372-477b-8aef-8c9f39850a57 | Clause:
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email (provided confirmation of transm... | Label: Notices |
e39273be-f71f-4f5f-9518-97951b2f194d | Clause:
The captions and headings to the sections and paragraphs of this Guaranty are for convenience only and shall not be deemed part of the text of the respective sections or paragraphs and shall not vary, by implication or otherwise, any of the provisions of this Guaranty.
Task: Classify this clause into ONE of th... | Label: Headings |
fa0d0363-f1e0-4ddf-8cef-ba41e9ba68bb | Clause:
No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property th... | Label: Sales |
e37c2de2-9c12-47ce-8a90-39acfec1906b | Clause:
There is no material action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. Ther... | Label: Litigations |
3ddb854f-fd6c-4c7d-a668-a3c29f898ae5 | Clause:
At such time (the “ Release Date ”), as both (x) the Exchanged Convertible Note has less than $2,394,748.13 in aggregate principal amount outstanding and (y) the Exchanged Non-Convertible Note has less than $1,596,498.75 in aggregate principal amount outstanding, the Investor shall release its security interest... | Label: Releases |
97329ee7-ba28-43fb-89ec-b2e5bc0ccf91 | Clause:
Any payment of cash or any issuance or transfer of Restricted Shares or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may r... | Label: Releases |
15b577dc-bf99-43e8-84ae-3448474f0f5c | Clause:
The failure by either Party to insist upon strict performance of any of the provisions herein on any occasion will not be deemed a waiver of its rights under that provision or any other provisions herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Waivers |
1af5b6ac-0ee0-48b0-b7ae-94a6fb33f582 | Clause:
This letter agreement shall be governed by 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, Authority, Authorizations, Base Salary,... | Label: Governing Laws |
64ae00f9-6dcc-4d90-bec9-4f4edcee6092 | Clause:
If any provision of this Agreement is invalid, illegal or unenforceable, that provision will, to the extent possible, be modified in such a manner as to be valid, legal and enforceable but so as to retain most nearly the intent of the parties as expressed herein, and if such a modification is not possible, that... | Label: Severability |
4d827a58-9d03-4418-8e12-dc1694fc3cbd | Clause:
A failure by either Party to insist upon strict compliance with any term of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of the other Party shall not affect, or constitute a waiver of, such Party’s right to insist upon strict compliance with that term, to ... | Label: Waivers |
d5433253-9724-4166-b633-bf41de2865ab | Clause:
Executive agrees not to disparage or otherwise refer to Company, its Executives, officers or directors in an unfavorable manner before, during and after the term of this Agreement, including verbal remarks in public or private and written remarks in paper or electronic format ( e.g. , e-mail, Twitter, Facebook,... | Label: Non-Disparagement |
cb7d8983-dff1-4b8c-a1e7-c22d7ebe5da4 | Clause:
The Loan Parties shall indemnify the Lender and each Related Party (each such Person being called an " Indemnitee ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Inde... | Label: Indemnifications |
f69180f1-47cf-4946-8d13-9be0fe5c7fc9 | Clause:
If a Participant ceases to serve as [FOR DIRECTORS OTHER THAN THE NON-EXECUTIVE CHAIRMAN: a Director][FOR NON-EXECUTIVE CHAIRMAN’S AWARD: the Chairperson] for any reason other than a Without Cause Termination, the Participant shall automatically forfeit any unvested Restricted Shares and the Company shall acqui... | Label: Forfeitures |
aee901d2-5a3f-4975-a4f8-2bb882ea3304 | Clause:
The execution, delivery and performance by Manager of this Agreement and by Manager, if a party thereto, of the Related Contracts, and the consummation of the transactions contemplated by this Agreement and the Related Contracts, including providing the Services, do not, (A) violate in any material respect any ... | Label: No Conflicts |
dac46886-3831-4136-8d6b-1333638d8e5a | Clause:
This Agreement constitutes the entire agreement between the Company and the Consultant with respect to the transactions contemplated herein. This Agreement may be modified or amended only by an instrument in writing and signed by all the parties hereto. Any waiver of the terms and conditions of this Agreement m... | Label: Entire Agreements |
24f1c136-602e-4405-bbc1-14734c83c8ef | Clause:
This is a continuing Agreement, which remains in full force and effect until terminated. The sole method available to Indemnitors to terminate their participation in this Agreement is by giving written notice to Company of Indemnitors’ intent to terminate. Such notice shall be sent to Travelers Bond & Specialty... | Label: Terminations |
8bbd32f2-55ec-4e8e-9e1e-ba922affa870 | Clause:
This Amendment may be executed and delivered (including by .pdf, email or facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other P... | Label: Counterparts |
54e6e91d-7442-405d-9fff-31a8e821bbd2 | Clause:
The initial term of this Agreement shall be for a period of twenty (20) years, with the Services commencing on the _________________ ("Rent Commencement Date") and terminating on the 20th anniversary date of the Rent Commencement Date (the " "). Following the Initial Term, this Agreement shall automatically ren... | Label: Terms |
668463cd-acd0-4e23-93c0-f072164ffe70 | Clause:
The Plan Administrator shall supervise the establishment and maintenance of records by its agents, the Company and each Adopting Affiliate containing all relevant data pertaining to any person affected hereby and his or her rights under the Plan.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Records |
4ee70869-8234-44e7-840a-7ef2b50f254f | Clause:
The term of this Agreement shall commence on November 1, 2016 and shall continue for as long as you are a member of the Committee, unless earlier terminated in accordance with Section 5 (the “ Term ”). Any extension of the Term will be subject to mutual written agreement between the parties.
Task: Classify thi... | Label: Terms |
5f9cc0ea-cdda-43ac-97cb-8217aec1fb9d | Clause:
Except as otherwise provided herein, this Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein and, upon the Effective Date, it supersedes all other prior agreements and understandings, both written and oral, express or implied, with respect to the subject matte... | Label: Entire Agreements |
1aa5659c-4504-447f-86bf-fd16742ef83b | Clause:
Neither the Company nor the Subsidiary is or since September 30, 2016 has been (11) in violation of its charter or bylaws (or similar organizational documents), (12) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or obser... | Label: Compliance With Laws |
93842f74-6b76-4911-9d7d-e20cb8cfa3aa | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed SEC Report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Com... | Label: Capitalization |
21d5e9ae-bbc8-4ae7-898d-03751875921f | Clause:
As of the First Amendment Effective Date, after giving effect to the transactions contemplated hereby and the transactions contemplated by the Term Loan Agreement to occur on the date hereof, each Obligor is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Solvency |
088a4857-5bf2-471c-92bf-dfc9d26ba321 | Clause:
The Company shall promptly reimburse you for any out-of- pocket business expenses that you incur in connection with the performance of your duties hereunder, subject to the Company’s policy for senior executives in respect thereof. The Company shall also reimburse you for reasonable attorney’s fees incurred by ... | Label: Expenses |
8ff574e6-65e8-44eb-88ca-20326ddea2ac | Clause:
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from such registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares purchased upon exercise of the Option prior to the completi... | Label: Compliance With Laws |
2cc7d16f-5a20-4aa5-8e81-fe212ca00107 | Clause:
No failure or delay on the part of the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party and the Administrative Agent, the C... | Label: No Waivers |
dd86d049-578d-4e0e-8bb4-46d621b5927f | Clause:
In her capacity as an Executive Vice President of the Company, the Employee shall have such responsibilities and shall render such services as shall be assigned to her from time to time by the Chief Executive Officer of the Company, which shall be consistent with the responsibilities of similarly situated execu... | Label: Duties |
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