id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
47f98f51-bcc3-47a1-b69c-ed94014ae53c | Clause:
The Company and each of its s ubsidiaries shall maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its s ubsidiaries s... | Label: Compliance With Laws |
249dd94a-29c8-4637-ae60-6fe7fa0f48f1 | Clause:
Each party will keep confidential for five years following the Closing Date (or for three years following disclosure to such party, whichever is longer), and will use reasonable efforts to cause its officers, directors, members, employees, Affiliates and agents to keep confidential during such period, all Propr... | Label: Confidentiality |
b4714240-22b5-46a3-88d8-3a359e17fb3d | Clause:
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Director’s material rights under this Agreement without the Director’s consent.
Task: Classify this clause into ONE of these types... | Label: Amendments |
2f4fd884-12ed-479f-9b34-e1bb19a3ccaa | Clause:
Each of the Wecast Agreements has been (or will, as of the Closing, be, as applicable) duly authorized, executed and delivered by the Seller and, subject to Equitable Principles, constitutes (or will, as of the Closing, constitute, as applicable) the legal, valid and binding obligation of the Seller enforceable... | Label: Binding Effects |
9027b645-1619-4dc9-a4cd-e6db676bf030 | Clause:
This Agreement may not be amended or modified except in writing signed by an authorized signatory of each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
4f6e4b84-ce0a-4c24-b5b4-280d44ed7ec4 | Clause:
This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, applying to contracts fully executed and performed within the Commonwealth of Massachusetts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Governing Laws |
e6a45889-3a7f-4780-9f98-25697015b754 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Electronic delivery of an executed signature p... | Label: Counterparts |
77c7dab6-6fad-4ddf-9b94-ad8377542ed9 | Clause:
The Holder may assign or transfer this Note to any transferee. The Holder shall notify the Company of any such assignment or transfer promptly. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.
Task: Classify th... | Label: Assignments |
9a0175ca-8719-412c-8a54-f918bb504d17 | Clause:
This Agreement may be amended with (and only with) the written consent of each of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizati... | Label: Amendments |
4113eb60-e7a4-434d-9fc5-7e9ed27a2d28 | Clause:
No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the e... | Label: No Waivers |
4259eeae-e822-461b-8d9b-24de97408b4a | Clause:
(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”)... | Label: Definitions |
db03cbcf-6fd3-4f6a-9780-dd4138e56f97 | Clause:
This Agreement may not be varied, altered, modified or in any way amended except by an instrument in writing executed by the parties hereto or their legal representatives. In this regard, the Employer may, in its sole discretion, elect to amend this Agreement to extend (but not reduce) the time period or term ... | Label: Amendments |
ba298089-07f6-4ab5-a931-eb73d975eab2 | Clause:
Borrower shall duly and promptly pay and perform all of Borrower’s liabilities and obligations to Lender in accordance with the terms and conditions of this Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Payments |
ddffa89b-78e3-43c2-a7c5-ba64b466d46d | Clause:
Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, e... | Label: Assignments |
8d7a952c-6c49-4623-b10c-6f5f14d9eaac | Clause:
THE COMPANY HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, NEW YORK COUNTY, WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY MATTER ARISING THEREFROM OR RELATING THERETO, AND (b) WAIVES ANY ... | Label: Consent To Jurisdiction |
01b573de-5c2c-498d-80fb-819875d1a9ee | Clause:
The Executive represents and warrants to the Company that he has full power to enter into this Agreement and perform his duties hereunder and that his execution and delivery of this Agreement and his performance of his duties hereunder shall not result in a breach of or constitute a default under any agreement ... | Label: Representations |
dc97d707-c999-4c22-8dcb-3799f36d3b2d | Clause:
You agree that the shares of Restricted Stock are granted under and governed by the terms and conditions of the Plan and this Agreement. In the event of any conflict, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in thi... | Label: General |
2d205798-f64d-49d8-b16d-6d41f5494b46 | Clause:
This Agreement shall remain in effect for the Term.
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, Benefits, Binding Effects... | Label: Terms |
1e92e756-a559-4296-ba81-d31bb1cbda28 | Clause:
This Agreement is intended to be solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any other Person. All rights and obligations hereunder and under any agreements and documents executed and delivered in connection herewith shall not b... | Label: Assignments |
14846711-784a-491e-a96d-7b106e1ea8ca | Clause:
Notwithstanding any other provision of this Retirement Agreement, the Company may withhold from amounts payable under this Retirement Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.
Task: Classify this clause into ONE of these types (exa... | Label: Tax Withholdings |
25a9e5d9-e8e3-42d5-a7a3-0e6adf68b32d | Clause:
This Agreement may be amended only in writing signed by Executive and by a duly authorized representative of Company (other than Executive).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Amendments |
e42c7ddd-97b6-44b9-90dd-83b776edd23c | Clause:
If any Hazardous Materials are released, discharged or disposed of by Tenant or any other occupant of the Premises, or their employees, agents, invitees or contractors, on or about the Building in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable Laws cl... | Label: Indemnifications |
03900daf-77bb-42a9-bb0f-2357bc5c54df | Clause:
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any docume... | Label: Counterparts |
dd41773e-c64e-423e-941c-567f60a13af1 | Clause:
The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment to the extent required under Section 9.03(a) of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Expenses |
cfa38c99-47c9-4f40-9d1f-e04b370b4f2d | Clause:
The section headings of this Agreement are for convenience only and shall not affect the interpretation hereof. References to sections, unless otherwise indicated, are references to sections of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Headings |
a7089167-9510-4242-a35a-1474c93dc8ec | Clause:
This Amendment to First Amendment and Limited Waiver is a Loan Document. This Amendment to First Amendment and Limited Waiver may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Deliv... | Label: Counterparts |
e86bb470-57a3-4e2b-bd56-96711de8efcd | Clause:
This Amendment may be executed in one or more counterparts, and all counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Counterparts |
6c3195df-2005-4fb1-8e68-0de6c71f22f7 | Clause:
The Company shall within one (1) Trading Days immediately following the date hereof file a Current Report on Form 8-K, including the Exchange Documents as exhibits thereto, with the Securities and Exchange Commission (the “Commission”). The Company and the Holder shall consult with each other in issuing any ot... | Label: Publicity |
a16a51ad-5f4e-48ba-97e7-06aa5255f8cb | Clause:
Every notice or other communication relating to this Restricted Stock Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or deliver... | Label: Notices |
20779d52-8561-43e9-9dcc-d0e09a005ac7 | Clause:
As you are aware, it is very important for us to protect our confidential information and proprietary material. Therefore, as a condition of employment, you will need to sign the attached Confidential Disclosure Agreement. You will also be required to abide by the Company’s policies and procedures, including th... | Label: Confidentiality |
b09e2958-35b9-4dd1-9415-89e06810f210 | Clause:
The parties acknowledge that all parties to this Agreement have been represented by counsel, or had the opportunity to be represented by counsel of their choice. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by all parties. Additionally, neither the dra... | Label: Construction |
7969ecf7-3c07-4126-a7a4-31563459f75e | Clause:
Except as otherwise expressly provided herein, capitalized terms used in this First Amendment (including in the Recitals above) shall have the meanings given in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this First Amendment.
Task: Classify this clause ... | Label: Definitions |
f2d431a4-f9d2-415f-b538-d0bf33c9279c | Clause:
This Agreement constitutes the entire agreement and understanding between the Standby Purchaser and the Company, and supersedes all prior agreements and understandings relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Entire Agreements |
382dac2b-cf88-4c8e-b8dc-bf298ec6b5ea | Clause:
All calculations of interest and fees under this Agreement and the other Loan Documents for any period (a) shall include the first day of such period and exclude the last day of such period; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day and (b) shall b... | Label: Fees |
64deab5d-fc88-422f-98a5-fae76d7640e9 | Clause:
Any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction may be brought in the courts located in King County, Washington.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Jurisdictions |
8da6ace3-19e2-4950-9bfe-0f92c21bede9 | Clause:
You acknowledge and understand that this Agreement is a release and waiver contract and that this document is legally binding. You and IRET understand that by signing this Agreement, each party has read and understood each provision and is agreeing to all of the provisions set forth in the Agreement.
Task: Cl... | Label: Releases |
05e94705-14ca-4da6-bf0e-067afa0a5c33 | Clause:
The Company shall pay or reimburse a Participant for all costs and expenses (including, without limitation, court costs and reasonable legal fees and expenses which reflect common practice with respect to the matters involved) incurred by such Participant as a result of any bona fide claim, action or proceeding... | Label: Expenses |
a7708e59-3f90-42e4-bb14-96c4489a8bc0 | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenf... | Label: Severability |
54081ca6-db20-4bca-b436-1b5bf5e89a4a | Clause:
This Agreement is and, when executed and delivered, each other Loan Document, will be, the legal, valid and binding obligation of Borrower enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, ... | Label: Enforceability |
6bc831b2-5825-447f-95c3-68edcdf28c51 | Clause:
No amendment or waiver of any provision of this Security Agreement nor consent to any departure by any Grantor herefrom shall be effective unless the same shall be in writing and executed by the affected Grantor and the Administrative Agent, and then such waiver or consent shall be effective only in the specifi... | Label: Amendments |
f754bcf3-4b90-42db-a382-ceec66ccf208 | Clause:
To the extent not previously delivered, the Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of the Loan Documents.
Task: Classify this clause into ONE of these ty... | Label: Insurances |
c97a3c7c-ac30-4243-9b16-789b210fcbe2 | Clause:
This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and permitted assigns, except that no Loan Party may assign or transfer any of its rights or obligat... | Label: Binding Effects |
eeadd00a-e077-43ab-913c-b2db63b450b3 | Clause:
This Agreement, the other Loan Documents and the agreements regarding certain fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter ... | Label: Entire Agreements |
ff2117d4-2389-4897-a455-b0dbf6d5fdd5 | Clause:
Escrow Agent shall maintain accurate records of all transactions hereunder. Escrow Agent shall provide the parties hereto, upon request, with a complete copy of such records, certified by Escrow Agent to be a complete and accurate account of all such transactions.
Task: Classify this clause into ONE of these t... | Label: Records |
10f1f074-44b6-49a4-8cbb-0ba78626e2d9 | Clause:
The Company agrees to pay the Executive a base salary (the " Base Salary ") at an annual rate of not less than $350,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive's Base Salary shall be subject to annual review by the Board (or a... | Label: Base Salary |
3b99485c-ce3c-40eb-84c7-5e21900ea85c | Clause:
If this request relates to the conversion of any portion of the loan into, or continuation of any portion of the Loan as, a LIBOR Rate Loan, the undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that the Credit Parties are in compliance with all covenant... | Label: No Defaults |
8b1a82fe-4d78-4065-bf12-5f9b308002bc | Clause:
Except as required by applicable law, each Holder, until such time as the matters contemplated by the Vote are required to be publicly disclosed by the Company, will maintain the confidentiality of any information regarding this Agreement or any Purchase Agreement or any of the transactions contemplated hereby.... | Label: Confidentiality |
d062914e-0af0-4911-9f14-7473f7c4ce1c | Clause:
This Agreement shall be binding upon and inure to the benefit of Mondelēz, the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that neither the Borrower nor Mondelēz shall have the right to assign its rights hereunder or any interest herein without the prio... | Label: Binding Effects |
69f09f6d-e628-44f5-b04f-4e7c2b34ae1d | Clause:
Each Borrower’s insurance coverage with respect to its properties, assets and business is reasonable and customary for entities engaged in similar lines of business in its geographic region and is in full force and effect. Such coverage includes (i) general liability insurance of at least $2.0 million, with a $... | Label: Insurances |
32a0267a-f626-4559-bddb-55560ef7cd9a | Clause:
You agree and acknowledge that during the course of your employment you had access to certain information not generally known to the public relating to business plans or strategic plans of the Company; technology, trade secrets, processes, work in progress or other proprietary information that derives economic ... | Label: Confidentiality |
4a09dab8-6dd7-449c-a805-21652b749ddf | Clause:
All fees, costs and expenses as provided in this Note, the Agreement and other Loan Documents not paid when due shall be added to principal and shall thereafter bear interest at the Default Interest Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Costs |
d43ffeb0-f509-468f-b515-62a734a068b1 | Clause:
The respective rights and obligations of the parties under this Agreement (including Sections 14 and 15) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
Task: Classify... | Label: Survival |
ca80a25b-b065-40e7-a6e1-eb57207ade09 | Clause:
This Amendment No. 14 shall be binding upon and inure to the benefit of Parent Guarantor, Borrowers, Guarantors, Agent and Lenders and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Binding Effects |
e31a0b6d-a3a8-4183-a37e-4562c46f375c | Clause:
The Participant acknowledges that in the event of any breach or threatened breach of this Section 8 , the business interests of the Company and its Affiliates will be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not ... | Label: Enforcements |
92a74bee-93ea-4a81-ae66-262ffd5324f7 | Clause:
In consideration for the Base Services provided by MCRLP hereunder (including use of Shared Assets and Service Delivery Employees) and all Additional Services provided by MCRLP hereunder that the Parties have agreed in accordance with Section 1.1(b) will not increase the Services Fee, the Partnership shall pay... | Label: Payments |
1e79a63c-d819-4091-b75e-8f9a26fa7083 | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the par... | Label: Entire Agreements |
2f1233fe-c3f3-4967-9fa6-3a37de8c1de2 | Clause:
Each party to this Agreement shall cooperate and take such action as may be reasonably requested by another party to this Agreement in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby, in each case at the requesting party’s expense.
Task: Classify this c... | Label: Further Assurances |
1adf8487-1c0c-4319-ab04-850725f668f0 | Clause:
All of the representations and warranties of the parties hereto contained in this Agreement and any claims related to the performance of any covenant or agreement of the parties contained in this Agreement prior to or at the Closing shall survive the Closing Date and shall terminate and expire eighteen (18) mon... | Label: Survival |
df0ab49d-bb13-4403-8da5-39c015bad16b | Clause:
All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Definitions |
5c2a4d15-d421-48e3-8555-08474c1830b9 | Clause:
The Bank shall have received evidence of insurance coverage, as required in Section 9.17(a) of 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, Author... | Label: Insurances |
a207c035-93bd-4315-8ab3-42424e04bb2c | Clause:
This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any Party hereto may execute and deliver a counterpa... | Label: Counterparts |
4c71ad65-f232-4d9d-88f3-18cec36aa4af | Clause:
Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, free and clear of all Liens, other than Permitted Liens. The property of each Loan Party an... | Label: Liens |
9e71a126-248e-4d9c-a3c1-509a2b1a1046 | Clause:
Except as could not reasonably be expected to have a Material Adverse Effect, each of Holdings, Intermediate Parent, the Parent Borrower and each Restricted Subsidiary owns, licenses or possesses the right to use, all Intellectual Property that are reasonably necessary for the operation of its business as curre... | Label: Intellectual Property |
3390e9f1-cd4d-41d9-9fa1-a6bf8ffb0211 | Clause:
The term “ Closing ” as used herein shall refer to the actual consummation of the Sale Transactions in exchange for the payment delivered to Seller pursuant to Section 2.4 . The Closing shall take place by conference call and by exchange and release of signature pages by email or fax on the third Business Day f... | Label: Closings |
69ea9d21-51bc-4474-80fb-656b2c22377c | Clause:
The Borrowing on the Closing Date shall be made pursuant to a Notice of Borrowing given by Borrower to Administrative Agent not later than (i) 12:00 p.m. (New York City time) on the second Business Day before the date of the proposed Borrowing, in the case of a Eurodollar Rate Advance or (ii) 11:00 a.m. (New Yo... | Label: Notices |
bfa3c80d-f64d-4aff-8902-aa477c84f99d | Clause:
The Borrowers will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges and franchises (including without limitation, certificates of authority and other req... | Label: Existence |
5db9b6cf-43f0-47d8-8c8d-dd60a8ae1c5b | Clause:
This Agreement shall not be amended, supplemented or modified except by an agreement in writing which makes specific reference to this Agreement or an agreement delivered pursuant hereto, as the case may be, and which is signed by each party hereto.
Task: Classify this clause into ONE of these types (exactly o... | Label: Amendments |
bb239cbb-2b75-4d3d-b486-4496f3422f95 | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic 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... | Label: Capitalization |
95a7d111-83ed-4b3f-8849-ed0df65bbddf | Clause:
The authorized number of directors of the Corporation shall be fixed from time to time by the Board of Directors, but shall not be less than two (2) nor more than ten (10). Directors need not be stockholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Qualifications |
ccf7deaf-b186-4c19-bf1c-ce2290e5f2ac | Clause:
The execution, delivery and performance by the Sponsor of this Agreement, and by each Credit Party of the other Transaction Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtaine... | Label: No Conflicts |
be625f29-d94d-4176-a989-8e980b0f206b | Clause:
If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null ... | Label: Severability |
cfe3b323-2ffe-458f-b706-b36cef6d770b | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
aed8174c-39a3-4ca3-bd22-e9216f3edca6 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $660,000 in pr... | Label: Closings |
eca3d40c-a36f-450c-beee-d1ed266320b6 | Clause:
The execution and delivery by the Investor of this Agreement do not and will not, and the consummation of the Transactions and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, o... | Label: No Conflicts |
81d93ec7-070a-42ed-b86f-1c3eadd2430b | Clause:
The Loan Documents and each Advance is not entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of the Borrowers’ creditors. No Borrower is insolvent within the meaning of 11 U.S.C. Section 101(32) and the taking of an Advance pursuant hereto (i) will not cause a Borrower ... | Label: Solvency |
26c6e3b2-089b-4280-a1da-8194d8f57abb | Clause:
This Agreement may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Counterparts |
faddbca4-b8f9-4328-b393-8db6aa44dea6 | Clause:
Assignor is and shall remain the sole, lawful, beneficial and record owner of the Collateral, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges or rights of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Agent hereunder), and Assignor h... | Label: Titles |
276f75fc-2924-46d4-ab4d-9e5da7529ab1 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, regardless of whether or not the signatures of all of the parties hereto appear on any single counterpart hereof. For purposes of... | Label: Counterparts |
44e7f700-5f57-4b11-bb4f-40a739b65fae | Clause:
This Employment Agreement may not be assigned by Executive. This Employment Agreement may be assigned by the Company, without Executive’s consent, to (1) any affiliate of the Company (so long as the Company or such affiliate remains liable for any amounts due hereunder), or (2) any other successor in interest t... | Label: Assignments |
5c1ee0b6-2518-43da-8115-5c1c3488f110 | Clause:
Buyer and the Company shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required or advisable to be taken as a part of their respective obligations under this Agreement, including but not limited to the obtaining of Consents and all regulatory appr... | Label: Cooperation |
9a952ef6-dfae-44b1-8e0a-acda66ee97ac | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
30a37406-4606-4861-a178-30da7248635a | Clause:
As of the date hereof, the authorized common stock of the Company consists of 1,000,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 193,920,000 shares are issued and outstanding; and 10,178,645 shares are reserved for issuance upon conversion of the Note. All of such outstanding ... | Label: Capitalization |
8a6c9920-4de9-4a80-ac38-de36f1c78d61 | Clause:
Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, ille... | Label: Severability |
8ae2bcd8-2176-4470-8bb0-325c5ce41ae2 | Clause:
The Company shall provide the Bank with a notice specifying the nature of any Company Event of Default, or any event which, with the giving of notice or passage of time or both, would constitute a Company Event of Default, or any development or other information with respect to the Company or its Subsidiaries w... | Label: Notices |
28c011a5-b4e9-4561-8281-d3eff5d5a527 | Clause:
No member of the Board, the Committee, the Administrator or any employee of the Company or a Subsidiary (each such person, an “ Indemnified Person ”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any award hereunder. Each Indemnif... | Label: Indemnifications |
b1a43a0f-9420-4461-8f3a-041f64dcac6a | Clause:
The Purchaser and the Parent Company haveall requisite power and authority to execute and deliver this Agreement and the Purchaser Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purcha... | Label: Authority |
718a0c0d-6835-44d7-9945-95f92ad18f54 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that: (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of t... | Label: Successors |
6284da96-dcde-4c4e-b9af-fc92c3a912a1 | Clause:
Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when the context indicates otherwise, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is no... | Label: Construction |
c653930e-3641-481d-80fd-8fcf77edb917 | Clause:
This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Recipient and his or her heirs, devisees, executors, administrators and personal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Binding Effects |
ef41b083-0216-43d5-93e9-fd893cd2caba | Clause:
Employee shall be paid an annual salary of One Million Dollars ($1,000,000.00) (“Base Salary”). Employee’s Base Salary shall be reviewed at least annually for possible increase by the Board. Beginning January 1, 2017, Employee’s Base Salary shall be paid based upon the prior calendar year’s average exchange rat... | Label: Base Salary |
6c87e57c-202f-415f-85db-c92bbaaa70b9 | Clause:
Upon satisfaction of the condition precedent in Section 3.1 , this Fifth Amendment shall be effective as of the Fifth Amendment Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Effectiveness |
82c05c22-7457-4536-aadc-58129ad20761 | Clause:
This Agreement may be executed with counterpart signatures or in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
Task: Classify this clause into ONE of these types (exa... | Label: Counterparts |
95434804-8ce5-4c29-8bc0-29826371b57f | Clause:
All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, first-class postage prepaid and return receipt requested), telecopied, e-mailed or delivered, if to any Grantor, to the Parent’s address, if to Parent, to Parent’s address or if to the Collate... | Label: Notices |
bcaeeaa3-6f1e-46f2-ab3a-e11ec511f10a | Clause:
THE BORROWER AND THE LENDER HEREBY WAIVE ALL RIGHTS TO DEMAND A JURY TRIAL FOR ANY ACTIONS ARISING FROM THIS LOAN AGREEMENT .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Waiver Of Jury Trials |
2e0565f5-3687-40b0-8939-33f35f8f931c | Clause:
This Agreement, together with the Credit Agreement and the other Loan Documents, integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.
Task: Classify this clause into ONE... | Label: Entire Agreements |
9d1a160b-0a39-4ae6-afb0-b6fbc8ebf8aa | Clause:
The Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in a state court of the State of Delaware, and not in any other state or federal court in the United States of America or... | Label: Consent To Jurisdiction |
f8187466-e015-49df-b444-c2f996cb7b3e | Clause:
Notices from Buyer to Guarantor may be given in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email if also sent by one of the foregoing, to the address, facsimile number or email set forth under Guarantor’s sig... | Label: Notices |
6a2a172e-0258-471f-94da-5da5f01484f3 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing... | Label: Participations |
6a76da26-7295-4bd2-97dc-54800945ec6a | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents required to be filed as ex... | Label: Publicity |
e9cb26f6-393c-4737-a007-34298459766a | Clause:
As a condition to receiving the payments and benefits described in Sections 6(a) , 6(c) , 6(d) and 6(e) , (i) Executive (or the executor or administrator of his estate (the “ Executor ”)) shall execute and deliver to the Company a release of claims substantially in the form and substance as set forth in Exhibi... | Label: Releases |
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