id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b3ac8cb5-fd61-4408-8199-605a21930cc7 | Clause:
Each Pledgor hereby waives, to the extent permitted by Applicable Law, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Applicable Law in order to prevent or delay the enforcement of this Pledge Agreement or the absolute sale of the Collateral ... | Label: Waivers |
23e58725-1756-46dc-ac92-c8bb18b4565d | Clause:
Mr. Vice agrees that, for at least sixty (60) months following the Retirement Date, he will reasonably cooperate with Company and any Released Party regarding requests for assistance by providing support in connection with claims, litigation and investigations, including without limitation serving as a witness ... | Label: Cooperation |
a17478d7-aaec-43f9-bbf4-6f887510ec1b | Clause:
With respect to any portion of a Receivable attributable to governmental fees, surcharges or taxes, the Servicer shall pay (or cause to be paid) such governmental fees, surcharges or taxes to the applicable Governmental Authority when due in accordance with Applicable Law (except for any such governmental fees,... | Label: Taxes |
695a1561-1680-404a-a239-51cd9127e884 | Clause:
The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption and Administrative Questionnaire, all documentation and other information reasonably determined by the Agent to be required by applicable regulatory authorities required under applicable “know your customer” and a... | Label: Assignments |
9f3f8fdd-e49a-4ad0-bd1a-804807684dd1 | Clause:
The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by ImmunoGen have been duly and validly authorized by all necessary corporate action on behalf of ImmunoGen. This Agreement has been duly executed and delivered by ImmunoGen and constitutes the valid an... | Label: Authority |
3d75e442-c32e-48f0-9f29-548c2d0a0945 | Clause:
The consummation of the transactions contemplated hereby with respect to the Properties and Lease Interests, as applicable (the “ Closing ”) shall occur through customary escrow arrangements with the Escrow Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Closings |
64af0cb4-1a31-47f4-ad77-f33210bca187 | Clause:
In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof due to the Company's or such Buyer's failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party's failure to waive such unsatisfied condit... | Label: Terminations |
b84b8fbe-3309-4769-b26c-78a290a1553a | Clause:
Of Jury Trial . EACH OF HOLDINGS, THE BORROWERS, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Class... | Label: Waivers |
21386330-6da7-48c0-b2b2-128d3ed8f066 | Clause:
Borrower has full authority to enter into the Loan Documents and carry out all terms thereof and all required approvals or consents of the directors of the Borrower and all other necessary Persons have been obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Authority |
9c9a42e6-014b-41e0-b3d1-212b026ddc0f | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Sellers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Brokers |
7da4f0a8-3d21-4b64-a354-b4a5a3f85989 | Clause:
At the commencement and at the expiration of the Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Tenant shall pay and discharge (including the filing of all required returns), prior... | Label: Taxes |
8a3d915a-9c38-444a-bf81-1862d2e5bc91 | Clause:
This Commitment Letter amends and restates in its entirety that certain amended and restated commitment letter dated as of January 18, 2017 (as in effect immediately prior to effectiveness of this Commitment Letter, the “ Amended and Restated Commitment Letter ”), which Amended and Restated Commitment Letter am... | Label: Amendments |
725cb8c0-eead-4e4a-9808-d95ab4dee091 | Clause:
No notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of such Purchaser under: (i) Applicable Law; (ii) the organizational documents of such Purchaser; or (ii... | Label: Approvals |
e6cebf7a-29db-40d0-825a-b73806394f58 | Clause:
This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the ... | Label: Entire Agreements |
c7aef020-af15-44aa-ad9b-ec87040b5f7f | Clause:
Subject to your rights contained in Section 5(d), you agree not to directly or indirectly take any actions or make any statements that criticize, ridicule, disparage or are otherwise derogatory to the Company or any of the Releasees (as defined in Section 4) or any of their respective products or services, fina... | Label: Non-Disparagement |
51928110-75d9-4f75-9a74-e43e562700bb | Clause:
This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Texas, without reference to the principles of conflicts of law of Texas or any other jurisdiction, and where applicable, the laws of the United States.
Task: Classify this clause into O... | Label: Governing Laws |
43d6db7d-d211-44ad-b3c1-360ad6ea0925 | Clause:
Any controversy or claim arising out of or relating to this Agreement or the breach of the same, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. All arbi... | Label: Arbitration |
d984972d-1e69-4f02-812a-9a869b3c2288 | Clause:
If any provision of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of this Agreement, valid and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Severability |
6bfbf6ef-fc65-4488-a09a-fdfd48f3df79 | Clause:
Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Transaction Documents.
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: Definitions |
54fb563f-95fa-41a3-b1ac-bea233ac9d2b | Clause:
This First Amendment is executed by Enphase to acknowledge, agree and consent to the amendments made pursuant hereto, and to acknowledge that the security interests and liens granted by Enphase to Flex under the Security Agreements will continue to secure all Obligations.
Task: Classify this clause into ONE of... | Label: Consents |
5aeeca70-cffd-4fb9-abfa-3455da79e5d6 | Clause:
The term of this Agreement (the “ Storage Term ”) shall commence on the Commencement Date and end on the later of the Termination Date or the last day on which any Materials are held by Macquarie Group in any of the Storage Facilities.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Terms |
385aba31-f435-4d88-b565-f3ede9b2d985 | Clause:
This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission or by electronic mail shall have the same effect as physical d... | Label: Counterparts |
2228cef5-4a53-4d14-9ba9-0e48e5af5ed3 | Clause:
The issuance and transfer of shares of Common Stock in connection with the Performance Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s ... | Label: Compliance With Laws |
545700ed-bcf5-4c89-8738-d919d32018f1 | Clause:
The termination of this Agreement shall not affect any Credit Party’s, Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or i... | Label: Terminations |
bb35a0e9-de42-414e-9cd3-1423e61b9d3b | Clause:
Each of Parent and the Borrower will, and will cause each Loan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property in all material respects. Each of Parent and the Borrower will maintain in effect and enforce policies and procedures design... | Label: Compliance With Laws |
a72f2832-4ed2-419f-b088-ddac739a540b | Clause:
This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor, subject to Section 12.7. of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Amendments |
8168efbe-253b-4261-af3c-e3bfcfde21b4 | Clause:
Subject to all applicable laws, rules and regulations, the Committee shall have the power to amend this Agreement at any time provided that such amendment does not adversely affect, in any material respect, the Participant’s rights under this Agreement without the Participant’s consent. Notwithstanding the fore... | Label: Amendments |
25e36209-ae87-4e51-b308-d40c03b1e9ce | Clause:
All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed (taking into account any extensions of time within which to file such returns), and all federal, state and other material tax... | Label: Taxes |
b39c8dd4-5587-458d-94ba-848868ff8382 | Clause:
Immediately upon the issuance of any Letter of Credit, the applicable Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty (except for the abse... | Label: Participations |
675bb11d-7298-4a8e-adde-93bdf07a46a9 | Clause:
The Company hereby represents and warrants to the undersigned that the Company’s representations and warranties as set forth in Section 3.1 and the Company’s covenants as set forth in Article IV of the Securities Purchase Agreement, dated as of March 17, 2017 (the “ Purchase Agreement ”), between the Company an... | Label: Warranties |
4aedffd1-abd6-436e-a90c-957573e2c700 | Clause:
This Agreement shall be exclusively governed by and interpreted under the laws of the State of Washington.
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,... | Label: Governing Laws |
92b98782-0396-49d7-825c-2c0386a02057 | Clause:
An election by the Employee to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be co... | Label: Agreements |
dbe50055-68c1-4a22-a017-4dad96298f07 | Clause:
Either Party may immediately terminate this Agreement and the licenses granted hereunder if the other Party (i) becomes insolvent and becomes unwilling or unable to meet its obligations under this Agreement, (ii) files a petition in bankruptcy, (iii) is subject to the filing of an involuntary petition for bankr... | Label: Confidentiality |
09abacb5-5adc-4ccd-9535-32fd2b6a26dc | Clause:
This Amendment may be executed in counterparts any of which will be deemed an original, but all of which together will constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Counterparts |
ff241884-dbf8-47f2-9fe5-dd2bf87ad300 | Clause:
Make any voluntary or optional payment, prepayment or repayment on, redemption, exchange or acquisition for value of, or any sinking fund or any other payment with respect to, any Subordinated Indebtedness, except as permitted by the subordination provisions in the applicable Subordinated Debt Documents and any... | Label: Payments |
6115e0ec-c7e1-4609-8534-278289af6b19 | Clause:
The balance of a Participant's Account shall become 100% vested at the same time as if the amounts had been credited as RC Feature contributions to the Participant's Account under the 401(k) Plan. Notwithstanding the foregoing, the previously unforfeited balance of a Participant's Account shall also become 100%... | Label: Vesting |
f110900b-36f8-4f69-9c2b-28747ff723e4 | Clause:
The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any press releases relating to this Agreement or the activities hereunder prior to the issuance thereof; provided , that a Party may not unreasonably withhold consent to such releases, and either Par... | Label: Publicity |
9ecebb86-5d7f-402c-9552-96e91d84de00 | Clause:
Except for the security interests granted to the Note Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, the Company owns each item of the Collateral free and clear of any and all Liens securing Indebtedness. To the knowledge of the Company after due inquiry,... | Label: Titles |
075fad86-f79c-412d-aac7-178cb546c355 | Clause:
Tenant’s Share with respect to the Additional Premises shall be 36.89%.
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, Benef... | Label: Taxes |
130baf20-b2ab-4623-9f27-e700ee614cb7 | Clause:
During the Employment Term or thereafter as specified herein, Employee agrees that he shall not divulge to others, nor shall he use to the detriment of the Company or in any business or process of manufacture competitive with or similar to any business or process of manufacture engaged in by the Company, or any... | Label: Confidentiality |
a1cc1767-2253-490e-beff-23427869f202 | Clause:
Neither Party hereto may assign any of his respective duties or obligations under this Agreement without the express written consent of the other Party; except that Buyer may, without the consent of Seller but after providing notice to Seller, assign any of its rights and delegate any of its obligations under t... | Label: Assignments |
92bb0b72-7ce6-4e6a-b9f2-12668a6dc15f | Clause:
(a) Each of the Whiting Parties, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act), directors and officers and each Person, if any, who controls any Initial Purchaser o... | Label: Indemnifications |
2d89d3dd-6a25-46a3-9e84-26c7331f01a2 | Clause:
This Agreement sets forth the entire agreement between Employee and the Company, other than the employment agreement signed by Employee at the time of hire, the Letter Agreement, and any supplemental release required thereunder and fully supersedes any and all prior agreements or understandings between the part... | Label: Entire Agreements |
daf3a03d-6550-45df-aac8-0026edc7543c | Clause:
Each party’s obligations under this Section shall survive the resignation of any of the Administrative Agent, any Arranger, the Issuing Lender and the Swingline Lender, the replacement of any Lender, the termination of the Loan Documents, the termination of the Revolving Commitments and the Discharge of Obligat... | Label: Survival |
426d69ad-41c3-49a1-b5fe-d9bc1ae74706 | Clause:
The execution, delivery and performance of this Agreement and the consummation by such Subscriber of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter documents, bylaws or other organizational documents, if applicable; (ii) conflic... | Label: No Conflicts |
873db921-8754-4694-a9e5-a5c044340dc3 | Clause:
Any notice to be given under the terms of this Option Agreement to the Company shall be addressed to the Company in care of its Secretary. Any notice to be given to you shall be addressed to you at the e-mail address or street address listed in the Company’s records. By a notice given pursuant to this Section, ... | Label: Notices |
7057a91a-54cb-4f9d-b376-c94a0e448cf2 | Clause:
Unclaimed amounts shall consist of the amount of the Account of a Participant that cannot be distributed because of the Officer Committee’s inability, after a reasonable search, to locate a Participant or the Participant’s beneficiary, as applicable, within a period of two years after the Payment Date upon whic... | Label: Forfeitures |
584e61ee-68ca-4415-81bc-29b8ddf22aaa | Clause:
This Engagement Letter, as supplemented by any Addenda, is the entire agreement between the parties, and supersedes all prior agreements, whether oral or written, between the parties about the subject matter hereof. Any amendment or other changes to this Engagement Letter or any Addendum must be in writing and ... | Label: Entire Agreements |
b628a865-5d9f-476a-b578-9bb850465ed1 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
6878d421-56b8-42c0-84d8-7499ae0c19be | Clause:
All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed given if delivered by hand delivery, by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery or facsimile transmission if such transmission is confirmed by deli... | Label: Notices |
079543ad-bd07-492c-8c7f-1be1f835d8d5 | Clause:
Capitalized terms used in this Agreement and not otherwise defined herein are defined in Appendix A .
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: Defined Terms |
97a7067c-bc8d-40ef-82fa-cd4b03c52fb3 | Clause:
Sub-Sublandlord shall not be liable for any damage to the Sub-Subleased Premises or any injury to persons sustained by Sub-Subtenant or its employees, agents, invitees, guests, or other persons caused by conditions or activities on the Sub-Subleased Premises or the Building (including, without limitation, the C... | Label: Indemnifications |
63ed8f6d-05b2-4c46-b418-ea0caa9e94c4 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
e07b7f72-90be-4a1b-8db1-a49cbf5f2667 | Clause:
At any time or from time to time upon the written request of the Administrative Agent, the Borrower will, and will cause the other Loan Parties to, at its and their expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasona... | Label: Further Assurances |
a3a77921-5f42-443f-8d27-29ebc26d1fc5 | Clause:
The table of contents, captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. Each covena... | Label: Construction |
4224f5ce-1e0f-41c8-aa49-0f08b880b83a | Clause:
In the event a claim for indemnification under this Article 7 shall have been finally determined, the amount of the related Loss shall be paid by the Indemnifying Party to the Indemnified Party, in immediately available funds in the currency in which such Losses were denominated, within three business days af... | Label: Payments |
be5cf75b-1b6b-4d8b-8d69-d791f40d5cf6 | Clause:
The Company hereby assigns to Simply Good Foods all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Effective Time (as defined in the Merger Agreement). Simply Good Foods hereby assumes, and agrees to pay, perform, satisfy and discharge in full, ... | Label: Assignments |
2c10ea61-f348-4246-b17d-d7708f89b0d6 | Clause:
The Company or one of the Subsidiaries shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting, exercise or purchase of the Options.
Task: Classify this clause into ONE ... | Label: Withholdings |
15be0db4-680f-46c7-88c4-8d950be48759 | Clause:
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations... | Label: Benefits |
a1ef43d8-c79d-46e0-bd44-c569d1ca5876 | Clause:
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar) nor shall such a waiver constitute a continuing waiver.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Waivers |
88facab9-f2f3-4f62-8c31-784dfd24193c | Clause:
Enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the Ordinary Course of Business, other than transactions on fair and reasonable terms substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the ti... | Label: Transactions With Affiliates |
b7595453-7b27-456e-a6c3-128a1eeb5316 | Clause:
Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.
Task: Classif... | Label: Remedies |
cf8ef94f-ead3-4fff-a805-6d5e7419e294 | Clause:
Except as set forth on Schedule 6.6 , (a) there are no legal actions, suits, proceedings, claims or disputes pending or, to the Knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority against or affecting the Borrower or its Subsidiaries that could reasonabl... | Label: Litigations |
ac9fc859-e4f3-4d4e-9eb2-371e360cb26f | Clause:
In case any provision in this First Amendment to Fifth Amendment and Waiver shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Waiver and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired there... | Label: Severability |
db93a1b6-7e26-47c2-9fb3-1af851d03b8f | Clause:
This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986 (“IRC”), as amended and the regulations and other guidance promulgated thereunder (“Section 409A”), to the extent that section is applicable, and it shall be interpreted in a manner that complies with such section to the... | Label: Taxes |
5b1f64b0-abf5-455c-8e53-db3885483c4a | Clause:
Each of the other covenants, representations and warranties in this Agreement shall survive the Closing and shall terminate and expire on the first (1 st ) anniversary of the Closing Date; provided , that (i) each of the Fundamental Representations and the Company’s representations in Sections 4.20 (Investment ... | Label: Survival |
1d81980a-9e09-4d26-8458-e535c2e835a6 | Clause:
No Party hereto may make any direct or indirect assignment or subcontracting of this Agreement or any interest herein, by operation of laws or otherwise, without the prior written consent of the other Parties hereto. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their r... | Label: Assigns |
a8153cc8-413f-4185-8087-4e8c2ea496c3 | Clause:
The Borrower shall (i) perform each of its obligations under this Agreement and the other Related Documents and (ii) comply with all federal, state and local laws and regulations applicable to it and the Transferred Receivables, except, solely with respect to this clause (ii) , where the failure to so comply co... | Label: Applicable Laws |
36480877-9265-4a74-ab53-abfd4cf50e75 | Clause:
There has been no default, breach, violation or event permitting acceleration under the terms of any Receivable (other than a current payment delinquency of not more than 30 days as of the Cutoff Date) and no condition exists or event has occurred and is continuing that with notice, the lapse of time or both wo... | Label: No Defaults |
fdea10aa-f2a4-492d-87f3-a8e75053bdb0 | Clause:
No representation or warranty made by Credit Parties in this Agreement, the Revolving Loan Documents, the Acquisition Agreement, or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of fact or omits to state any fact necessary to... | Label: Disclosures |
2c7d30b0-387c-4701-bd2e-bf98b4f0d965 | Clause:
Notwithstanding anything in the articles of incorporation or By-laws of Bancorp or Bank to the contrary, the Executive shall at all times during the Executive’s employment by Bancorp or Bank, and after such employment, be indemnified by such entities to the fullest extent applicable law permits for any matter i... | Label: Indemnifications |
6de20fb7-0235-4827-b526-99c0db7b7bad | Clause:
Except as set forth in the SEC Reports, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for bor... | Label: No Defaults |
80a17084-49f3-40d8-9283-f41109626b5a | Clause:
The proceeds of the Loans on the Effective Date shall be used as described in the first sentence of Section 5.10 .
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 |
cb1040c7-ae0c-4787-baf5-2baacb2a5c3e | Clause:
Employee agrees to employment with the Company and to perform the Company Duties for a period of at least one (1) year from the Effective Date (“ Term ”). On the anniversary of the Effective Date, the parties shall renegotiate the terms of Employee’s employment with the Company. For the avoidance of doubt, foll... | Label: Terms |
bad79a7f-59e0-49b2-a27f-948420690637 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
38215f46-7709-4306-92e3-93132c89937c | Clause:
None of the sale of the Consideration Shares, the execution and delivery by Golden Minerals of this Agreement and the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with or result in a material breach or violation of: (i) the organization... | Label: No Conflicts |
eba22047-e7dc-4017-b8ea-ccf6d88052d6 | Clause:
Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes and instructs Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benef... | Label: Authority |
b9185083-8ab3-4653-82f3-fb3b60750a8d | Clause:
This Amendment shall constitute a Loan Document under the Amended Term Loan Agreement. This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. An... | Label: Miscellaneous |
ea38422b-7058-4d7f-b08e-483d41269fab | Clause:
Any notice or other communication required or which may be given hereunder shall be delivered or sent in accordance with Section 9.1 of the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Notices |
4e5b24c2-6544-4119-843f-d3ece69c11e9 | Clause:
Subject to compliance with the Corporation’s policies as from time to time in effect regarding the incurrence, substantiation, verification, and reimbursement of business expenses, the Corporation will pay or reimburse Executive for all reasonable expenses incurred in connection with the performance of Executiv... | Label: Expenses |
3a8d560e-276d-43da-bcf2-9b9c1a33a397 | Clause:
This Agreement shall be effective upon delivery of this Agreement fully executed by the Seller and Purchaser, which date shall be deemed the Effective Date hereof. Either party may request that the other party promptly execute a memorandum specifying the Effective Date.
Task: Classify this clause into ONE of t... | Label: Effective Dates |
0527c933-6249-4f6e-b264-2b06d6ffbc8c | Clause:
If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs of litigation from the other party. Such fees and costs of lit... | Label: Expenses |
424d6eb6-b61b-4481-94fe-5694c78af539 | Clause:
The Term of this Agreement shall commence on the Effective Date and, unless Executive’s employment is terminated at an earlier date in accordance with Section 3 hereof, shall expire on the first anniversary of the Effective Date (the “ Initial Term ”). Effective as of the first anniversary of the Effective Date... | Label: Terms |
5af0036d-6ead-47fa-b0f1-2784fe291797 | Clause:
The outstanding principal balance of each credit subject hereto shall bear interest, and the amount of each drawing paid under the Standby Letter of Credit shall bear interest from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest set forth in each promis... | Label: Interests |
b147156b-3252-4e30-b1a0-3b856461fdc9 | Clause:
The Borrowers shall pay to the Administrative Agent and WFS, for their own account, agent’s fees and other compensation in the amounts and at the times set forth in the Fee Letter and any fees set forth in any fee letter or agreement executed in connection with any increase under Section 2.01(b) .
Task: Classi... | Label: Fees |
d005943f-fcfd-4762-b1e3-21fc0e9474f4 | Clause:
The parties agree that from and after the date of this Agreement, none of the terms and conditions of this Agreement or any other agreement entered into by the parties or their affiliates, will be disclosed to any third party other than attorneys, accountants, Buyer's lender and other professionals advising the... | Label: Confidentiality |
a6102e69-4b43-42f4-bd89-5780462d9273 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without reference to the choice of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
1fd04b78-b8ef-403e-b890-05493a19f553 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of Utah, without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a court of the State of Utah located in Salt Lake County or Utah County, o... | Label: Venues |
3e31b69f-6e20-487e-8f2b-3586ca6f47ad | Clause:
No provision of this Agreement providing for any specific remedy to a party shall be construed to limit such party to that specific remedy, and any other remedy that would otherwise be available to such party at law or in equity shall also be available. The parties also intend that the rights and remedies hereu... | Label: Remedies |
8f2910cf-f03f-4e8f-bf2d-9c253773493e | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction or discharge of all the other Obligations, and the termination of this Agreement.
Task: Classify this clause into ON... | Label: Survival |
989a689b-78fd-4477-8782-e24925d4fa83 | Clause:
Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Nine, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is con... | Label: Representations |
a2c78505-ff15-4c21-9d9e-a429079a7b4f | Clause:
This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fifth Amendment by telecopy, fa... | Label: Counterparts |
dd35a232-f4fa-4e07-a190-cf4a315dc335 | Clause:
The 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 effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b... | Label: No Conflicts |
1ae4e6e9-b01e-493e-96cd-0c384708dbae | Clause:
This Agreement’s terms, covenants and conditions may be waived only by a written instrument signed by the party waiving compliance. Any party’s failure at any time to require performance of any provision shall, in no manner, affect that party’s right to enforce that or any other provision at a later date. No wa... | Label: No Waivers |
31b81220-938f-403f-8afd-e5bcdb312025 | Clause:
The Member acknowledges that there would be no adequate remedy at law if the Member fails to perform any of his obligations hereunder, and, accordingly, agrees that Bright Mountain, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance ... | Label: Specific Performance |
ae928203-535c-4369-832e-67f0e424cf67 | Clause:
If the principal of or interest on any Note, any Letter of Credit reimbursement obligation not reimbursed pursuant to Section 5.1, any reimbursement, payment or amount due the Agent or any of the Lenders, any amendment fee or administrative fee imposed by any of the Lenders, any Letter of Credit fees or any Fac... | Label: Payments |
c530c16f-7a47-468b-b9aa-d2b17c8fc0cd | Clause:
As of the Signing Date, the authorized capital stock of the Company consists of one hundred and one million (101,000,000) shares consisting of one hundred million (100,000,000) shares of Common Stock, par value US$0.0001 per share (the “ Common Stock ”), and one million (1,000,000) shares of preferred stock, pa... | Label: Capitalization |
a770e206-0ec5-4c0c-9367-86eab2da53a7 | Clause:
Lender reserves the right to sell, assign, transfer, negotiate, or grant participation interests in all or any part of this Note, or any interest in Lender’s rights and benefits hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Assignments |
072a06ae-c5f8-4308-b33a-526574db9b8a | Clause:
Subject to the terms and conditions of this Agreement, each party hereto shall, and shall cause its Affiliates to cooperate with each other in any reasonable manner and to use its reasonable best efforts to make all filings (if any) and give all notices (if any) required to be made and given by such party in co... | Label: Consents |
87890349-1276-49e2-a660-80584ca48975 | Clause:
The execution, delivery and performance by Celadon of this Agreement and the Transaction Documents to which Celadon is a party and the consummation by Celadon of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate... | Label: No Conflicts |
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