id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d3488b2d-9c99-4617-855f-b3c23336f110 | Clause:
The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the Receivables and related Financed Vehicles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Compliance With Laws |
c1ce5696-0862-4ec6-a55c-9ff71ca2f1aa | Clause:
This PLA will be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. Licensor expressly acknowledges and agrees that any assignment or license of the Licensed Patent shall be subject to the terms and conditions of this PLA. The PLA is assignable by Licensee to an... | Label: Assignments |
7a81d3ea-16ff-4207-aed9-6875b5d35c01 | Clause:
Each Loan Party will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into... | Label: Compliance With Laws |
de71a54f-f672-4c4e-807b-04cf2dfe399e | Clause:
A Seller Indemnified Party or Buyer Indemnified Party, as the case may be, claiming a right to indemnification hereunder (the “ Indemnified Party ”) shall notify the party from whom it is seeking indemnification (the “ Indemnifying Party ”) within a reasonable period of time after it becomes aware of facts tend... | Label: Notices |
0830c564-0987-42c4-b495-f0fba1533fb5 | Clause:
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and carry on its business as now conducted. Purchaser is duly qualified and is in good standing as... | Label: Organizations |
674cee1c-9e12-4618-8058-ec2f85052d43 | Clause:
This Agreement shall be effective as of August 15, 2017, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the partie... | Label: Terms |
58316452-f8ae-4ac0-89cb-8740b596ae93 | Clause:
During the Term, the Employee shall be entitled to vacation each full calendar year in accordance with the Company’s Paid Time Off Policy. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Employee. Holidays shall be provided in accordance with Company policy, as in eff... | Label: Vacations |
0d3661b1-5eb8-4131-a4fb-3e539e31426b | Clause:
Notwithstanding anything contained in this Option Agreement to the contrary, if the Employee incurs a Disability, as defined in the Plan, during his employment with the Company and its Related Corporations and, prior to the Expiration Date, the Employee’s employment is terminated as a consequence of such Disabi... | Label: Disability |
a15ce8d0-edc5-4909-889f-a9cbee6bc36d | Clause:
Each Pledgor hereby agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any se... | Label: Further Assurances |
7bc40932-0139-4d62-a35e-1765811b8a11 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary, which are subject to Liens resulting from the publicly disclosed Senior Secured Convertible Debentures he... | Label: Subsidiaries |
38052dd7-36aa-4578-93c5-56162fcafc3c | Clause:
In addition to the payment of expenses pursuant to Section 6.3 , Company agrees to indemnify, pay and hold each Purchaser, and such Purchaser’s affiliates and their respective officers, directors, employees, agents, consultants, auditors, and attorneys of any of them (collectively called the “ Indemnitees ”) ha... | Label: Indemnity |
a701a641-5613-4881-b2bc-258f0d908f01 | Clause:
The section headings appearing in this Amendment are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Headings |
64d4b99e-05af-4ae7-aeb8-9ce6ea8e27d1 | Clause:
Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Company or any other Loan Party, that such Lender is not and will not be (i) an ... | Label: Erisa |
2976ad69-8348-406f-82fc-08e5ef78a0a1 | Clause:
The closing of the purchase and sale of the Purchased Loans (the “ Closing ”) will take place on the business day on which the Effective Time (as defined below) occurs (such business day, the “ Effective Date ”) or such date and time after the Effective Date as shall be mutually agreed to by the Parties (the “ ... | Label: Closings |
7435101d-c990-402c-be23-bade23666c85 | Clause:
In the event that any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement to preserve (to the extent possible) their or... | Label: Severability |
699f178f-f16d-4806-8433-63f43b262ded | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
9e8bde67-7843-4af7-ab03-0868022f3c91 | Clause:
Use all Advances of the Revolving Credit as set forth in Section 2.10 hereof. The Borrower shall not use any portion of the proceeds of any such advances for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System) in any manne... | Label: Use Of Proceeds |
98c1217d-be32-43ee-b717-058b134e7679 | Clause:
The Company does not maintain or contribute to, or have any obligation under, any pension plan. The Company is in compliance in all material respects with the presently applicable provisions of ERISA and the United States Internal Revenue Code of 1986, as amended, except for matters that, individually or in the... | Label: Erisa |
6c2db64b-d9fa-4f8f-820a-4ac8387dfd84 | Clause:
An Eligible Employee becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article V, or (ii) receipt of notification of eligibility to participate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Participations |
fd84e647-015b-41dc-96ae-d4502ed88381 | Clause:
This Sublease may be signed in two or more counterparts. When at least one such counterpart has been signed by each party, this Sublease shall be deemed to have been fully executed and each counterpart shall be deemed to be an original and all counterparts taken together shall be one and the same Sublease. This... | Label: Counterparts |
85ef5c3e-0c27-466b-838b-37d149775ec8 | Clause:
Each of Borrower and Parent represents and warrants to the Credit Parties that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by each Loan Party; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise require... | Label: Representations |
9ed1af1e-311e-4299-a284-ffdcb5a412f3 | Clause:
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with re... | Label: Entire Agreements |
8eb462b7-be43-4c8d-8916-ae3476b484eb | 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 the Prior Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Integration |
80ad2ea9-d8e6-4105-8849-95f1dc628f77 | Clause:
This Agreement, including the Schedules attached hereto and the documents delivered pursuant hereto set forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agree... | Label: Entire Agreements |
3c44cf10-bcea-49bb-a596-9c1e8ae199b3 | Clause:
The Plan shall inure to the benefit of and be binding upon the beneficiaries, heirs, executors, administrators, successors and assigns of the Company and the Participants, and any successor to the Company or an Affiliate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Successors |
f2a7dea4-9bde-42a9-b8b0-5a6897470f31 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
e2c9c044-886e-4dea-a3ed-d2fdd1e29a69 | Clause:
This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Counterparts |
0b06e572-e904-4d4f-b253-7d42d25ac7c8 | 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 U.S.$3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and record... | Label: Assignments |
2c28c20d-3a3a-459c-b73d-561c2cdf37cc | Clause:
The failure of either party to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party from later enforcing each and every other provision of this Agreement. The rights gran... | Label: No Waivers |
5cc098d6-f6a8-43bd-a9e0-89bad2a36401 | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if the parties had all signed the same document. All counterparts shall be construed together and shall constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Counterparts |
de5924fa-93d3-4080-8080-8cb4ad5d3834 | Clause:
The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate , an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant ’s social security, Medicare and any other employment... | Label: Tax Withholdings |
71401905-49f3-4148-a3e7-9ece45158837 | Clause:
Seller shall make the First Closing Assets Records with respect to the First Closing available for pick up by Purchaser at a mutually agreeable time promptly after the First Closing at the locations and in the format currently maintained by Seller. Seller shall make the Second Closing Assets Records available ... | Label: Records |
1462fa57-2dc2-44dd-bb13-43bc8d1ef5c6 | Clause:
All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the First Lien Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1... | Label: Defined Terms |
2a4ff3e2-fc32-4d73-ad66-9f2e9024e0a6 | Clause:
If a claim, dispute, or controversy arises with respect to this Agreement, related agreements, or any other agreement or business relationship whether or not related to the subject matter of this Agreement (all of the foregoing, a “ Dispute ”), and only if a jury trial waiver is not permitted by applicable law ... | Label: Arbitration |
83583e83-bf55-49a5-ab61-25b0935c8722 | Clause:
The Participant hereby agrees to hold all confidential and proprietary information of the Company and its Affiliates received in connection with the grant of the Options, including any plan summaries or risk factors, in the strictest confidence. The Participant shall not, directly or indirectly, disclose or div... | Label: Confidentiality |
73e67936-e85e-4d55-ad5c-b8662ccc866e | Clause:
If one or more of the provisions of this Agreement shall, by any court or an arbitrator, be found to be void or unenforceable, the agreement as a whole shall not be affected thereby and shall remain in full force and effect, and the provisions in question shall be replaced by an interpretation in conformity wit... | Label: Severability |
1f4bc85a-421c-4733-867d-395e3510de7c | Clause:
Each Company Stockholder’s obligations under Section 3.1 above shall be conditioned upon the Transaction Agreement and the Transactions contemplated thereby being in conformance in all material respects with the Transaction Agreement attached hereto as Exhibit A , including with respect to the Franklin/MacKay ... | Label: Approvals |
78815826-e107-4668-a852-62d503b8603c | Clause:
Each employee who was a participant in the Science Kit Plan on September 30, 1998, became a Participant in this Plan as of October 1, 1998, provided that on such date he or she was an Eligible Employee. Each other employee who had service with Science Kit, Central, or any affiliate thereof prior to October 1, 1... | Label: Participations |
5ca0948e-9cce-4c49-8d03-59544f2a88e0 | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment other than CBRE, Inc. and The CAC Group, Inc. (the "Brokers") and that they know of no real estate broker or agent who is entitled to a ... | Label: Brokers |
9b0974c7-7ae2-4a65-80af-856e162d95db | Clause:
(a) The closing of the purchase by the Investor of the Preferred Shares (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, on the date the conditions set forth in Section 6.02 are satisfied, or at such other place, time and date as shall b... | Label: Closings |
7c17b22b-f7b2-46ab-94fd-1647396477dd | Clause:
I n consideration of the payments and benefits to which you are entitled under the Employment Agreement, dated as of July 26, 2017 , to which you and ServiceMaster Global Holdings, Inc. (the “ Company ” ) are parties (the “ Employment Agreement ” ), you hereby waive and release and forever discharge the Company... | Label: Releases |
45a67868-0d05-49e8-af5f-c8865f8ff8d4 | Clause:
The Lender shall maintain an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Advance made by the Lender, including (i) the amount of each Advance, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the ... | Label: Records |
d34ecc30-f8da-4258-b80c-c61a0b94f9f6 | Clause:
The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and other benefits that may be available to other senior executives of the Company generally, in each case to the extent th... | Label: Benefits |
941286ab-e878-437c-b188-6aba4b21de3c | Clause:
As of the Closing Date and after giving effect to each Extension of Credit made hereunder, the Company and each of its Restricted Subsidiaries, taken as a whole, will be Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Solvency |
707c3a0a-c5aa-4b9e-bc5e-d5c8925fa6d5 | Clause:
The provisions of this Section 2, Sections 4 through 7, Section 9, Sections 10(a) and 10(b), Section 12, Section 13, and Sections 16 through 17 shall survive the termination of this Agreement, pursuant to the terms of such Sections.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Survival |
55481fc0-57c6-4feb-9cd7-eb83a6881ddf | Clause:
There is no action, suit, order, claim, litigation, inquiry, notice of violation, arbitration, mediation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,... | Label: Litigations |
34fac149-a1d7-4573-a5ee-efd482b4acfa | Clause:
This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the Laws of the State of New York without giving effect to conflicts of the laws provisions thereof. The provisions of the United Nations Convention on Contracts for th... | Label: Governing Laws |
c2da38e9-12a7-4f0b-9ac6-fb35a8c00d8b | Clause:
Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Defined Terms |
c7f7c54e-584f-4495-a97a-caab1d9e1e7f | Clause:
During the term of Employee’s employment and after such employment has terminated, the Employee shall not make any negative or disparaging comments regarding the Corporation or its performance, operations, or business practices, or otherwise take any action that could reasonably be expected to adversely affect ... | Label: Non-Disparagement |
6954ba6e-424c-43ef-982e-fdf35e9c7cae | Clause:
This Agreement (together with the Transaction Documents) is the final, complete and exclusive statement and expression of the agreement among the Parties with relation to the subject matter of this Agreement, it being understood that there are no oral representations, understandings or agreements covering the s... | Label: Entire Agreements |
e3094f31-5921-4a0e-90db-df56da705a86 | Clause:
HoldCo or its Subsidiaries own, license or can acquire on reasonable terms the Intellectual Property necessary to operate the Wind Project. To the Knowledge of Seller, no Intellectual Property required to operate the Wind Project infringes upon or otherwise violates any intellectual property rights of any third... | Label: Intellectual Property |
5ed96dc8-9ab0-4058-b301-7cf53a17b529 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released within one Business Day following (i) the determination by the Administrative Agent and the L/C Issuers and/or the Swing Line Lenders, as applicable, of the elimination of t... | Label: Releases |
8e544c22-2770-4c9f-aea5-718e16a218a6 | Clause:
The Borrower irrevocably submits to jurisdiction of any state or federal court sitting in the Commonwealth of Virginia or the State of Maryland over any suit, action or proceeding arising out of or relating to this Agreement, the Note or any other Loan Documents. The undersigned irrevocably waives, to the fulle... | Label: Consent To Jurisdiction |
958784ed-0a4d-4857-baac-5cdbb19108ae | Clause:
During the Employment Period, Executive shall serve as the Chief Accounting Officer of the Company and will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such position, including such duties as may be prescribed from time to time by the Chief... | Label: Positions |
9c6e5328-a417-4a9e-9845-128ec5a667a3 | Clause:
The authorized capital stock of the Company consists of (3) 10,000,000 shares of preferred stock, par value $.0001 per share (“ Preferred Stock ”), and (4) 100,000,000 shares of Common Stock. As of the close of business on February 27, 2017, there were a. 24,387,793 shares of Common Stock outstanding, b. 0 shar... | Label: Capitalization |
bde0d3ec-7209-4dbb-89c8-b99d9b81f0a8 | Clause:
This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. In the event of a Change in Control of the Company, the Company shall require and cause any successor (whether direct or indirect by pu... | Label: Successors |
994614ed-0a49-49e1-8fa6-237dac8c7736 | Clause:
The headings of the sections and subsections of this Agreement are for convenience only and will not be used in the interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Headings |
37bf2d6b-78e4-4933-aa7f-40801558aefc | Clause:
The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law provisions of the State of Delaware or any other provisions. The parties and their successors and assigns hereby irrevocably consent to the nonexclusive juris... | Label: Applicable Laws |
14727ecf-ab84-4ddf-add2-a670e283d173 | Clause:
Schedule 4.14 sets forth the name of, the ownership interest of each Loan Party in, the jurisdiction of incorporation or organization of such Loan Party, and the type of each Subsidiary of the Parent and the other Loan Parties and identifies each Subsidiary that is a Borrower or Subsidiary Loan Party, in each c... | Label: Subsidiaries |
1fa97030-5e8b-4e0f-8d7c-1f535caba00c | Clause:
This Agreement shall be deemed to have been executed and delivered in Texas, and the Laws of the state of Texas shall govern its enforcement and interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Governing Laws |
d8bdbae6-6af6-4b1a-84a0-82d5a0a1f89a | Clause:
Each of the Loan Parties is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good... | Label: Compliance With Laws |
9c06c429-b692-4566-80d2-1dbc3614c196 | Clause:
Each party hereto has been represented by legal counsel in connection with the negotiation of the transactions herein contemplated and the drafting and negotiation of this Agreement. Each party hereto and its counsel has had an opportunity to review and suggest revisions to the language of this Agreement. Accor... | Label: Construction |
908164a3-7910-441a-b266-3ef9aed2f86c | Clause:
Notices hereunder shall be mailed or delivered to the Corporation at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Corporation or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
Task: C... | Label: Notices |
a67aa392-0a1e-4767-9723-a49177ce969a | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities or the Warrant Shares for purposes of the rules and regulations of any Trading M... | Label: Integration |
b67fc389-7d49-40a0-af95-3ea370e6d6c5 | Clause:
Pursuant to the Credit Agreement, (a) this Guaranty has been delivered to the Administrative Agent and (b) the Administrative Agent is authorized to enforce this Guaranty on behalf of the Secured Parties. All payments by any Guarantor pursuant to this Guaranty shall be made to the Administrative Agent (and any ... | Label: Payments |
db18d4e6-c9c8-491f-811f-acf95cc4d30d | Clause:
There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened against the Company that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to... | Label: Litigations |
bc2df81d-92e3-4f33-a2ee-34e0f94552ee | Clause:
Subject to such reasonable administrative regulations as the Administrator may adopt from time to time, the exercise of vested Options by the Employee shall be pursuant to procedures set forth in the Plan or established by the Administrator from time to time and shall include the Employee specifying the propose... | Label: General |
275827e4-fba5-4425-aab8-4e1951bb06d6 | Clause:
No member of the Board or the Committee, nor any officer or employee of the Company or a Subsidiary or Parent Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members o... | Label: Indemnifications |
20bfeead-199c-4497-a12c-f3cf32e3aa73 | Clause:
The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Debtor, any other guarantor of any of the Guaranteed Obligat... | Label: Waivers |
eb3a8051-63d9-4b6c-9a82-82b727bfe12f | Clause:
The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of June 10, 2016 is set forth in the Company’s Form 10-Q Periodic Report for the periods ended April 30, 2016 (the “ Form 10-Q ”) and, except as set forth in the on Schedule 2.1(c) hereto , is the authorized a... | Label: Capitalization |
f9dedcb7-883a-4da3-83ea-e4bd727bad02 | Clause:
Effective as of the Amendment Closing Date, (a) the Existing Credit Agreement is hereby amended by this Eighth Amendment Agreement and for ease of reference restated (after giving effect to this Eighth Amendment Agreement) in the form of Annex A hereto (the Existing Credit Agreement, as so amended by this Eight... | Label: Amendments |
d87d2675-5d1e-4496-8e65-14f6a05918c5 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW 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, Aut... | Label: Applicable Laws |
3d178261-9ed8-4a24-8c42-d240dda015a8 | Clause:
This Section 8 and Section 9 hereof shall survive any termination or expiration of this Agreement or employment of Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Survival |
311f2751-af66-4163-8f97-1a4304ec1ff3 | Clause:
Purchaser is a Colorado corporation that is validly existing and in good standing under the Laws of the State of Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Existence |
6c8a5fa4-ada3-4385-863e-00d7ecf34382 | Clause:
Parent and International hereby acknowledge and consent to this Agreement and the Amendments to the Existing Credit Agreement contemplated hereby and, in the case of Parent, agrees with respect to the Parent Guarantee, and in each case of Parent and International, agrees with respect to the Parents’ Side Agreem... | Label: Consents |
21d092cb-5a9a-4758-a1fd-1382446629ee | Clause:
Nothing contained herein or in the Sub-Sublease shall be construed to modify, waive, impair or affect any of the covenants .and agreements contained in the Lease (except as expressly provided in this Consent), including without limitation any of the covenants or agreements contained in the Lease regarding suble... | Label: No Waivers |
f2c48c63-0442-4b31-90b8-44dac1bf60e7 | Clause:
Any representation, warranty or certification made by any Seller Party or any Servicer that is an Affiliate of any Seller Party to Purchaser under this Agreement or any Transaction Document (other than any representation contained in Article 9(s)) shall have been incorrect or untrue when made or repeated or dee... | Label: Representations |
98de0ab5-5b30-4285-8bc8-8edeb808c622 | Clause:
Subject to the satisfaction of the conditions set forth in Section 4 and pursuant to Section 12.02 of the Financing Agreement, the Agents and the Lenders hereby waive any Default or Event of Default arising from the Loan Parties failure to comply with the covenants set forth in Section 7.03(a) and 7.03(b) of th... | Label: Waivers |
e9cb951f-ff35-4666-86b1-e3c68aaae083 | Clause:
THIS AMENDMENT NO. 8 AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 8 OR ANY OTHER LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF N... | Label: Applicable Laws |
beccd3eb-6dde-444a-b507-c8613249bbbf | Clause:
This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of th... | Label: Governing Laws |
c767d0d3-8053-4b07-8dd3-3745a0d27d32 | Clause:
(a) Neither Borrower nor Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Notes, this Agreement or the other Loan Documents) to be a non-exempt (under a statut... | Label: Erisa |
353ece44-4b03-47b3-9e4f-ec4b9a0b84ef | Clause:
The Program is an annual incentive program which will be paid out annually following the end of the calendar year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Effective Dates |
750be47d-cd12-45f7-ae4a-eb91f3953b60 | Clause:
Schedule 4.4 sets forth a detailed list of the use of proceeds, which shall include, among other things, the purchase of the bearer bond held by VR Equitypartner GmbH and the payment in full of all amounts owed by the Company to Hannoversche Volksbank. It is anticipated that a portion of the proceeds of the Not... | Label: Use Of Proceeds |
605d01d0-2a6b-4bb2-8f77-0c94035ee4ca | Clause:
To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Revolving Commitment Percentage), from and against any and all liabilities, obligations... | Label: Indemnifications |
a61a3f20-1a82-4c35-a453-715f50bea385 | Clause:
The Company is authorized to withhold from any payments or benefits all federal, state, local and taxes required to be withheld therefrom and any other required payroll deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Withholdings |
9621f5f9-966b-48fa-add2-b07cacce50a9 | Clause:
The representations and warranties of the Shareholders included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue s... | Label: Representations |
90699ce9-1e7b-4b06-8196-0e214a7c75de | Clause:
Closing shall be on or before Monday, October 2, 2017, at a time and location mutually agreeable to Buyer and Seller. Buyer shall deliver to Seller the full payment of Five Hundred and Thirty Thousand Dollars ($530,000.00) at Closing to be paid in collected funds.
Task: Classify this clause into ONE of these t... | Label: Closings |
71b3c21d-f7d9-4b7b-a08d-e923ee1040ee | Clause:
The parties agree that any dispute, controversy or claim arising out of or related to the Employee’s employment with the Company, this Agreement, including the validity of this arbitration clause, or any breach of this Agreement shall be submitted to and decided by binding arbitration in Bexar County, Texas. Ar... | Label: Arbitration |
2684884d-8425-47e9-bdcf-5ad47595600b | Clause:
Wherever possible, each provision of this Amendment No. 4 shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 4 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohib... | Label: Severability |
b922d3c3-ec89-459a-9d1a-dc5216ae71cf | Clause:
Upon the occurrence of an Event of Default, the Lender shall have all of the rights and remedies specified in this Agreement and in the Loan Documents and all rights and remedies (which are cumulative and not exclusive) available under applicable law or in equity, including, but not limited to, the repayment of... | Label: Remedies |
dd40c909-7a27-46cb-b02b-d1af599d1068 | Clause:
During the Employment Period, Executive shall be entitled to annual paid vacation of no less than four (4) weeks and to reasonable sick leave as determined by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Vacations |
0576e74f-43ac-463b-9d9d-e9dea47287a4 | Clause:
If a Participant who holds Restricted Shares or Restricted Share Units fails to satisfy the restrictions, terms or conditions applicable to the Award, except as otherwise determined by the Committee, the Participant shall forfeit the Restricted Shares or Restricted Share Units. The Committee may at any time wa... | Label: Forfeitures |
14eac7a1-5197-4396-9a74-6a3a3c08a45a | Clause:
Promptly (and in any event, within three business days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case, Employee shall disclose such actual ... | Label: Disclosures |
a0df7706-60af-49f5-a328-79145cb47d42 | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipt is provided by the party to whom such communication is delivered or (ii) if mailed by certified or registered mail with postage prepaid, return rec... | Label: Notices |
e32d5bdf-330c-4fb2-95a4-9372232ef9d6 | Clause:
AutoMD has made similar redemption offers to each of the AutoMD minority stockholders in the amounts set forth on Exhibit A . In addition, AutoMD is not engaged in any discussion (i) with any representative of any other business or businesses regarding the consolidation or merger of AutoMD with or into any such... | Label: General |
ee542bc7-2593-4c8a-973d-ca2bda8f12c6 | Clause:
If any provision of any Loan Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other... | Label: Severability |
a83e3e0d-0902-4b5e-ac1a-7cf7075b1348 | Clause:
This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of the Agreement supersedes the provisions of all prior Change in Control agreements entered into between you and the Company and all other prior agreements, promises, coven... | Label: Entire Agreements |
b4dc9561-f985-41c5-92a1-b977264c0836 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY O... | Label: Waiver Of Jury Trials |
530e1241-63c8-48ae-84bc-e99b3360bae6 | Clause:
Seller shall pay to the Agent and each Purchaser on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation , the... | Label: Expenses |
0c02bb6f-5158-4e3e-bfaf-f687aed15d15 | Clause:
This Guarantee shall be construed in accordance with and governed by the law 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, Aut... | Label: Governing Laws |
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