id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9775ee6b-d8c8-40fd-a0b1-9a815765b542 | Clause:
Unless and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent and the other ABL Claimholders have the sole and exclusive right, subject to the rights of the ABL Grantors under the ABL Loan Documents, to adjust settlement for any insurance policy covering the ABL Priority Collateral in... | Label: Insurances |
edb68d26-34a4-409b-9fa9-f2a48bfdbcb5 | Clause:
This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
fb193b72-ec35-4355-94c1-4f670922eab2 | Clause:
Tenant will not cause or permit any mechanic’s, materialman’s or similar liens or encumbrances to be filed or exist against the Premises or the Building or Tenant’s interest in this Lease in connection with work done under this Article 5 or in connection with any other work, and Tenant agrees to defend, indemni... | Label: Liens |
f0a0ecbc-3d87-4a11-9fd7-f4cb23cdcc1a | Clause:
As of the Closing Date, Holdings has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned in the amounts specified on Part (a) of Schedule ... | Label: Subsidiaries |
12efb940-79f4-4639-b838-a0439422ca15 | Clause:
Each Party irrevocably and unconditionally waives any right it may have to a trial by jury for any court proceeding arising out of or relating to this Agreement or the transactions contemplated hereby for which a Party may bring such a court proceeding.
Task: Classify this clause into ONE of these types (exact... | Label: Waiver Of Jury Trials |
ca65ae9b-2196-4053-a3ab-bf14213477a3 | Clause:
Payment shall be made within 60 days after the Change of Control date (regardless of whether the Participant is employed after the Change of Control).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Payments |
64c82ffe-c144-4e7a-ba76-f7306fd3d225 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes or might co... | Label: Disclosures |
1214db33-a20e-4c39-acf6-cc6b79274ffa | Clause:
The Closing shall take place at the offices of Proskauer Rose LLP, 2049 Century Park East, Suite 3200, Los Angeles, CA 90067 at 10:00 a.m. (local time) on the date hereof, subject to the satisfaction or, to the extent permitted, waiver of the conditions set forth in ARTICLE V (other than those conditions that r... | Label: Closings |
bec8e384-c125-4e51-996a-08498a10827c | Clause:
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Recitals are incorporated by reference and made a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Construction |
bb0fcc44-3d19-4609-944b-7431b9fdff46 | Clause:
This Release shall be governed by, and enforced in accordance with, the laws of the State of Michigan without regard to the application of the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
958dc1a0-80e2-4e2b-bc79-dbd1d13a368b | Clause:
This Agreement represents the entire agreement and understanding b e tween the Company and Executive concerning the subject matter of this Agreement and Executive's employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all pr... | Label: Entire Agreements |
ec18f548-98b9-40f5-b236-ab86fd24cf94 | Clause:
Effective February 1st, your base salary will be $335,000 per year payable on a semi-monthly basis in accordance with ING regular payroll practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Base Salary |
dc421d61-dfd5-4eaf-937c-7c8d4dcc4557 | Clause:
In the event that any provision of this Agreement should be held to be invalid or unenforceable, each and every other provision of this Agreement shall remain in full force and effect. Further, if any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified as necess... | Label: Severability |
90d28d0e-b201-4d6c-854f-96f614dfae22 | Clause:
This Agreement and the Indemnification Agreement between the Company and the Executive with the same date hereof contains the entire understanding between the parties hereto with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf ... | Label: Entire Agreements |
18cf6716-0f7c-4668-bc3a-07020e29cdec | Clause:
The Financial Statements of the Loan Parties and their respective Subsidiaries which have been delivered to Agent and the Lenders (i) are in accordance with the Books and Records of the Loan Parties and their respective Subsidiaries, which have been maintained in accordance with good business practice; (ii) hav... | Label: Financial Statements |
df6338f3-ea19-47e9-b7bf-368c862e0df1 | Clause:
The execution, delivery and performance by each Loan Party of this Amendment (i) are within the power and authority of such Loan Party and have been duly authorized by all necessary action, (ii) do not and will not contravene any of its Governing Documents, (iii) do not and will not result in or require the cre... | Label: Authorizations |
3a273b48-45a9-42de-9171-13dfac3836dc | Clause:
The Participant understands that unless a proper and timely Section 83(b) election has been made as further described below, generally under Section 83 of the Code, at the time the Restricted Shares vest, the Participant will be obligated to recognize ordinary income and be taxed in an amount equal to the Fair ... | Label: Withholdings |
b66f9f91-b001-4111-b084-87091ecbbdb5 | Clause:
This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the c... | Label: Counterparts |
840aa75d-0cfb-48cc-8089-9f6d5639a8c5 | Clause:
Executive acknowledges that a violation by Executive of any of the covenants contained in Section 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Ac... | Label: Remedies |
8525d605-49be-4d02-aa15-63c8070a69f4 | Clause:
Neither Party may assign its rights and obligations under this Agreement without the other Party’s prior written consent, except that (a) either Party may assign its rights and obligations under this Agreement or any part hereof to one or more of its Affiliates without the consent of the other Party; and (b) Ma... | Label: Assignments |
fde16e5d-078d-4512-997c-78bc3a080465 | Clause:
Seller hereby assigns, sells and transfers to Buyer, on the terms specified in the Purchase Agreement, all of Seller’s right, title and interest in and to the Lease and Service Contracts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Assignments |
daf6bb85-9c11-4253-b46a-0bb60a63aa45 | Clause:
Each of the Borrower and its Restricted Subsidiaries (i) is duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation, and (ii) has the requisite power and authority to conduct it... | Label: Organizations |
f0542181-fde5-40b3-9e4c-3438c22fff54 | Clause:
The provisions of Sections 1.3, 15.5, 15.6, 15.7, 15.11, 15.12, 15.15 and 15.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Miscellaneous |
a01f3274-acf3-4693-9d1e-f6257ddca43c | Clause:
Authority and Enforceability .
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, Books, Brokers, Cap... | Label: Organizations |
0b2e5521-7206-47be-8fe5-94cb15adb8ec | Clause:
This Perfection Certificate may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one Perfection Certificate. Delivery of a counterpart by facsimile or pdf electronic transmission shall constitute delivery of an origin... | Label: Counterparts |
2a56fabc-ac01-4820-94b3-b18e2e527269 | Clause:
The provisions of the SSP may be amended at any time and from time to time by the Compensation Committee for any reason without either the consent of or prior notice to any Participant; provided, however , that no such amendment shall serve to reduce the benefit that has accrued on behalf of a Participant as of... | Label: Amendments |
0087aa3d-ef60-488c-9582-0295b2afad52 | Clause:
When a reference is made in this Agreement to a Section, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words... | Label: Interpretations |
58d7b97a-4de5-4483-827f-63da38aa5b2a | Clause:
Buyer does not have and has never had employees. Buyer does not sponsor, maintain or contribute to an Employee Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Erisa |
8a5d9b19-7dcf-4561-ad64-756d7edcdfd7 | Clause:
Interest on the Note shall be paid semi-annually, on the last day of June and December in each year, beginning June 30, 2017, and continuing until the Note is finally paid. The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be paid on December 31, 2018. Interest mus... | Label: Payments |
1f890c89-ac21-4cab-a873-828967f4e753 | Clause:
This Agreement is personal in nature. Neither party may assign this Agreement or any of its rights hereunder nor delegate or otherwise transfer any of its obligations in connection herewith without the, prior written consent of the other party hereto. This Agreement shall inure to the benefit of and be binding ... | Label: Assignments |
81376be5-67ca-4a71-893b-a57e31bfe376 | Clause:
This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and is not intended to and shall not confer upon any Person other than the parties hereto any right... | Label: Entire Agreements |
4a00d67c-69e0-48b7-a676-094ba7abf4ba | Clause:
Capitalized terms used but not defined herein (including in the Preliminary Statements) 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, App... | Label: Defined Terms |
0fd8b807-e169-4d7f-b9e2-2f8225099f7a | Clause:
Each of the Lender Parties and the Funding Agents hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch, as the Administrative Agent hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Ad... | Label: Authorizations |
2f9f9c54-d488-4124-b338-2b1ae5409dad | Clause:
This Agreement is personal in nature and may not be assigned by Employee.
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, Ben... | Label: Assignments |
5e55be92-5bd5-45cf-b3fe-06733ef3bee3 | Clause:
Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery and performance by such Party of this Agreement, the Approved Plan and each other Restructuring Document to which such Party is a party, the compliance by such Party with all of the provisions h... | Label: No Conflicts |
563e7498-70c2-4439-af2f-79f18ca4600f | Clause:
A Participant’s annual Director Fees Election will terminate on (i) the date the Participant becomes Disabled, or (ii) the date the Participant receives a withdrawal for an Unforeseeable Emergency under Section 5.9.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Terminations |
f91b832b-7f3e-4779-885f-6fd32fe5cf2d | Clause:
Grillo acknowledges that he is not relying, and has not relied, on any representation or statement by the Company with regard to the subject matter or terms of this Release, except to the extent set forth fully in this Release. This Release constitutes the entire agreement between Grillo and the Company with re... | Label: Entire Agreements |
cc6fef67-0759-453d-b8c0-1d1e719b2cf4 | Clause:
Except for earlier termination as hereinafter provided for, the term of the Executive’s employment hereunder shall be for a period commencing on January 1, 2017 (the “Commencement Date”) and continuing through January 1, 2019, the second anniversary of the Commencement Date. Notwithstanding the foregoing, the E... | Label: Terms |
fadfe156-15d3-4bf1-ad29-ba56d9d3feb2 | Clause:
Each party represents and warrants to the other that neither of them has contracted with any broker in connection with the negotiations of the terms of this Agreement or the execution thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Brokers |
9a4e2748-1a40-4e41-b840-c0a8501c78b1 | Clause:
This Agreement shall be binding and deemed effective when executed by Obligors and the Secured 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, Authority, Auth... | Label: Effectiveness |
b21a5bb7-8565-4b56-ba79-9259c32df3c5 | Clause:
Effective May 30, 2017, and subject to the terms and conditions set forth in the Incentive Plan, the Compensation Committee hereby grants to the Optionee, not in lieu of salary or any other compensation for services, the right and option (hereinafter referred to as the “Option”) to purchase from the Company ___... | Label: Terms |
721d70b0-26e0-444d-ac77-50aa9140f001 | Clause:
The Executive agrees not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Company, its affiliates, or any of their respective officers, directors, managers or employees which may tend to impugn or injure their reputation, go... | Label: Non-Disparagement |
b964ea21-9066-4e2f-9715-743f9a967b2b | Clause:
The Borrower has heretofore furnished to the Administrative Agent (for delivery to the Lenders) (i) the audited consolidated balance sheets of the Borrower as at January 2, 2016 and December 31, 2016 and the related audited consolidated statements of net income, comprehensive income, changes in total deficit an... | Label: Financial Statements |
5f4250f9-59a0-432a-a520-988a19e55dcd | Clause:
This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature ... | Label: Counterparts |
7a02c2a0-502b-48f2-b5a7-a351e8668387 | Clause:
The Company is and at all times has been in full compliance with all Laws, except for any instances which would not have a Material Adverse Effect. The Company has not received any notice that it is in violation of, has violated, or is under investigation with respect to, or has been threatened to be charged wi... | Label: Compliance With Laws |
49d85ad3-67de-4ec6-8173-4cb1436c8ceb | Clause:
Executive shall be a Executive Vice-President - Planning of the Company or such other title as designated by the Chief Executive Officer or the Company’s Board of Directors. Executive shall assume those duties on the Commencement Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Titles |
54278b4f-c095-4df1-9e37-31b80a1d9842 | Clause:
This Deed of Trust may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which are identical except that, to facilitate recordation, in any particular counties counterpart portions of Exhibit A hereto which describe Properties situated in coun... | Label: Counterparts |
38e11397-d5c4-4fae-a828-1e4555f39086 | Clause:
This Agreement may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
613f25a6-d0fd-49f6-bb5a-1635a5b9b23e | Clause:
Except as indicated in Section 15.4 , termination of this Agreement shall be without prejudice to (i) any remedies which any Party may then or thereafter have hereunder or at law; and (ii) a Party’s right to receive any payment accrued under this Agreement prior to the termination date but which became payable ... | Label: Remedies |
5e12495b-e141-47bd-82de-8153f4d81cb5 | Clause:
Damages in the event of breach of this Agreement by a Party hereto may be difficult, if not impossible, to ascertain. Therefore, each Party, in addition to and without limiting any other remedy or right it may have, will have the right to seek a declaratory judgment and will have the right to an injunction or o... | Label: Specific Performance |
940d60f8-8092-46ce-ad08-041e6a13c848 | Clause:
If any provision of this Agreement or the Plan or the application of any provision hereof to any person or circumstance is held to be invalid or unenforceable, the remainder of this Agreement and the Plan and the application of such provision to any other person or circumstance is not affected, and the provisio... | Label: Severability |
62ce9021-e209-4d65-9759-ae5e0cfcece5 | Clause:
Any issuance and delivery of Common Shares in connection with the Mandatory Conversion shall be made without charge to the Lenders or the Administrative Agent for any documentary, stamp or any similar issue or transfer tax in respect of the issue thereof, and the Borrower shall pay any and all documentary, stam... | Label: Taxes |
f3393e0c-8d95-42af-8153-658cc2298b78 | Clause:
Schedule 4(g) sets forth a true and complete list of the name and jurisdiction of organization of each Subsidiary as well as the entire authorized and outstanding equity securities of each such Subsidiary (the “ Subsidiary Membership Interests ”). Target is the sole record and beneficial owner and holder (eithe... | Label: Subsidiaries |
e29d39ad-1038-480f-8e87-252581eb48a2 | Clause:
Each Borrower shall have received, on reasonably satisfactory terms, all consents and authorizations required pursuant to any Contractual Obligation with any other Person and shall have obtained all permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be nec... | Label: Consents |
073bd4f3-cb74-4f5c-af00-f5d5f99b6f72 | 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 neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pr... | Label: Successors |
e2a90255-d5bc-4af2-837e-bacb9e6d1000 | Clause:
Except with respect to (a) the covenants of Buyer, Seller and the Primary Shareholder which are intended to survive the Closing, (b) Seller’s and the Primary Shareholder’s representations provided for in Section 5.2(a), 5.4 and 5.8 , which survive indefinitely, (c) Seller’s and Primary Shareholder’s represen... | Label: Warranties |
7df1c8b4-165e-4a84-a2a4-0da04fc26dc1 | Clause:
This Amendment shall be subject to the provisions of Sections 17(b), 17(c), 17(d), 18 and 19 of the Guaranty Agreement, each of which is incorporated by reference herein, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Miscellaneous |
8f113859-cbee-4201-99f9-cfd56c5caefb | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTH... | Label: Waiver Of Jury Trials |
db720108-d36a-4634-a8d7-2d6b75c88e53 | Clause:
Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the tr... | Label: Further Assurances |
0d72c6c7-fa36-4033-9e9c-ce8bb3de3fa8 | Clause:
Each of Borrower, Leasehold Pledgor, each Individual Owner, each Operating Lessee and each SPC Party is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the own... | Label: Organizations |
a3d738be-c47e-463c-b5d6-bef228813854 | Clause:
The Managing Member shall keep the Special Member reasonably informed of all material facts that would be reasonably expected to enable the Special Member to exercise its rights pursuant to this Agreement and shall make itself and the Company’s books and records reasonably available to the Special Member for su... | Label: Notices |
5ac7c4e3-a0c7-4ab8-af9c-9be9069b216f | Clause:
This Note shall be governed by and construed in accordance with the laws of Oregon, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Governing Laws |
a5b56d6e-4e34-4b2e-922f-c1765353f5ea | Clause:
This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Maryland executed and to be performed wholly within the State of Maryland, without giving effect to the choice of law or conflict of law principles the... | Label: Governing Laws |
bdca1c52-e5aa-4f55-8f10-bd08568f236f | Clause:
Subject to clause (e) of the following sentence, all judicial proceedings brought against any party arising out of or relating hereto or any other Loan Documents, or any of the Obligations, shall be brought in any state or federal court of competent jurisdiction in the State, County and City of New York. By exe... | Label: Jurisdictions |
6995f1f0-0e5e-4f22-9b80-9e5267e6b529 | Clause:
All issued and outstanding shares of capital stock or other equity interests of the Debtors and each of their respective Subsidiaries, as applicable, have been duly authorized and duly and validly authorized and issued, and are fully paid and nonassessable, and are not subject to any preemptive rights. None of... | Label: Capitalization |
9cb47d45-a478-402d-a454-e87a415a7409 | Clause:
The provisions of this Agreement are specifically agreed to be severable. If any part hereof is unenforceable, the remainder of the Agreement may be enforced as if such portion were not contained herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Severability |
c09092a6-16fb-4880-91a1-83c981b47f6e | Clause:
This Amendment represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subjec... | Label: Entire Agreements |
6586bf1c-e56e-46b7-8121-b014ece12676 | Clause:
This Agreement, the other Credit Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relatin... | Label: Integration |
429f9e6e-cbf4-4fb1-a7e3-18663f5c579b | Clause:
The Executive’s base salary during the Employment Period shall be $340,600 per annum (the “ Base Salary ”). The Base Salary will be payable to the Executive by the Company in regular installments in accordance with the Company’s general payroll practices. The Executive shall receive such increases (but not de... | Label: Base Salary |
2113a1cb-feeb-4c71-8a67-9b2c2fa0ae25 | Clause:
This Fourth Supplement shall be governed by, construed and enforced in accordance with the internal laws of the State of Minnesota without regard to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
4f29cd54-14a2-4951-9777-647e2b319784 | Clause:
Each of Buyers and the Deposit Escrow Agent, as applicable, shall be entitled to deduct and withhold from amounts otherwise payable under this Agreement, all amounts as are required to be deducted or withheld from such amounts under the Code, the rules and regulations promulgated thereunder, or any other provis... | Label: Withholdings |
a8a6c898-6b0d-4265-8b56-05bfde2f24ad | Clause:
This Third Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would cause the application of the laws of any jurisdiction other than the... | Label: Governing Laws |
9bfbe85f-7ffa-4137-bbe5-1744bbb333c8 | Clause:
Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of... | Label: Construction |
ded02a07-7770-4f88-a756-6f90ccc6c9cb | Clause:
The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Business reflects that the Business is being sold subject to the provisions of Section 7.4 , and Sellers and the Buyer agree that the provisions of Section 7.4 shall survive all Closings hereunder indefinitely.
Task: Clas... | Label: Releases |
ed7dc484-030a-4576-a95a-e1315ef68861 | Clause:
On or prior to each Purchase Date, the Seller shall have caused its records (including electronic ledgers) relating to each Related Consumer Loan to be conveyed by it on such Purchase Date to be clearly and unambiguously marked to reflect that such Related Consumer Loan was conveyed by it to the Debtor.
Task: ... | Label: Records |
9188eab7-0d1a-4add-9cbd-40060bc31a5b | Clause:
The Company may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would impair the Awardee’s rights or entitlements with respect to the Restricted Stock shall be effective without the prior written consent of the Awardee.
Task: Classify this cla... | Label: Amendments |
71d4a540-7acf-4667-a29d-6e64319e6925 | Clause:
All representations, warranties, agreements and covenants contained in or made pursuant to this Agreement, or any Exhibit or Schedule hereto or thereto or any certificate delivered at the Closing, shall survive (and not be affected by) the Closing, but all claims made by virtue of such representations, warranti... | Label: Survival |
1a3780da-411c-4b1b-a723-4dd947cf15c7 | 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 wai... | Label: Forfeitures |
c16de151-65b6-4af4-983c-52560817ddc7 | Clause:
This Agreement, the Employee Transition Agreement between the Company and the Servicer and the Lease Agreement between the Company and the Servicer, together with the Exhibits, Schedules and Annexes hereto and thereto, supersede any other agreement, whether written or oral, that may have been made or entered in... | Label: Entire Agreements |
4986c00d-0c83-4cf7-9d50-87dad1227b73 | Clause:
This Deed, when executed and delivered by the Company and Indemnitee in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insol... | Label: Enforceability |
b7d20a86-5e61-49f0-8911-5f4fd312c354 | Clause:
Any Repurchase Document may be executed in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. The Parties agree that this Agreement, any documents to be delivered pursuant to this Agr... | Label: Counterparts |
b19a1431-dd38-48c7-890f-ca20ed2fe164 | Clause:
All 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 shall survive the exec... | Label: Survival |
df754522-7e4c-49a7-94c4-7ff658a1bdb6 | Clause:
This Agreement shall terminate if the Third Amendment Effective Date has not occurred on or before September 5, 2017 (or such later date as may be agreed to by the Required Lenders in writing (which may be through email)).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Terminations |
c9b49693-b512-44a6-8d4f-268cbebc2cf2 | Clause:
For good and valuable consideration including, but not limited to, the Acquisition and the Capital Raise, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells and transfers to Assignee all of Assignor’s right, title and interest in and to the Assigned IP, the Intellectual... | Label: Assignments |
30dc3987-a9c8-4d33-ae5b-e8cf2a189b9f | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9.4 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including i... | Label: Notices |
8e159eca-0e19-4205-a20e-3bbc25cd0e84 | Clause:
This Agreement and its attachments represent the entire agreement regarding the subjects herein between ABG and GM and may be modified only in a writing executed by an authorized representative of each of the Parties. This Agreement governs the purchase of, and incentives provided for, 2018 Model Year vehicles.... | Label: Entire Agreements |
13288725-39b1-41fa-a7a8-45d4445b606c | Clause:
EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT, IN EITHER CASE, SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOC... | Label: Consent To Jurisdiction |
aeb6d49f-a54c-41f5-8a49-48ac2971ea7a | Clause:
Each party’s obligations under this Section 5.11 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task: Classify ... | Label: Survival |
129f9c60-5237-4614-bbab-c970382ccf8b | Clause:
Except as set forth on Schedule 5.1.9 , there is no litigation, action, suit or other proceeding currently pending, or to Sellers’ Knowledge, threatened against Sellers or the Facility, at law or in equity, or before any Governmental Authority or any arbitrator. To the Sellers’ Knowledge, there is no pending in... | Label: Litigations |
fa60a4fb-1287-48fe-a7a6-1448e8431468 | Clause:
Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or ... | Label: Representations |
2ae78c62-9bbe-49d5-9879-043730d3549c | Clause:
Executive shall be entitled to paid vacation time consistent with the applicable policies of the Company as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Vacations |
8433d400-1d8a-4f9b-8bbd-a10a632751f4 | Clause:
In that provision Agreement becomes declared by competent jurisdiction illegal, unenforceable Agreement shall continue full force and effect without said provision; provided that such shall effective materially changes economic benefit Agreement party.
Task: Classify this clause into ONE of these types (exactl... | Label: Severability |
ebbe9052-9c59-460e-a1e8-53998131f703 | Clause:
This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Counterparts |
22190871-c6f4-4101-8db9-07c823003d7a | Clause:
This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any si... | Label: Counterparts |
140077c2-cd60-4f3b-904d-9df162a8004c | Clause:
Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth under each party’s name on the signature page(s) hereof.
Task: Classify this... | Label: Notices |
f9e98e92-2a64-4228-a5ea-c2545665af2b | Clause:
The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full for... | Label: Insurances |
7b4d0435-63b8-403f-98aa-1970264faf54 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
34d78374-e1a9-434c-84c6-bb1d603b3a8e | Clause:
The provisions of this Plan shall bind and inure to the benefit of the Company and other Employer and their successors and assigns, and on the Participant and the Participant’s designated Beneficiaries. By executing and delivering a Plan Agreement, a Participant agrees on his or her own behalf and on behalf of... | Label: Successors |
f4b9489b-0f87-44c6-97ef-dc71f2c93db3 | Clause:
Receipt by the Lender of the Parent’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K on file with the SEC.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Financial Statements |
5645c21d-f573-4b69-bbf9-a9d62da54f4f | Clause:
Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Defined Terms |
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