id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
32e0a00a-c6aa-46b1-814f-9fc2fd6e45be | Clause:
Damages in the event of breach of Section 7.12 by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each party, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any co... | Label: Specific Performance |
7c073248-50d8-4c48-bf45-f2f42ba83ced | Clause:
This Agreement shall have an initial term commencing on April 1, 2011 and ending April 30, 2013 (“Initial Term”). This Agreement shall renew from year-to-year thereafter for successive one-year renewal terms unless either party provides the other with written notice of non-renewal not less than one hundred and ... | Label: Terms |
605dbd10-21a5-42fb-aa83-7326e19a7f00 | Clause:
Kite has not granted any assignment, license, covenant not to sue, or other similar interest or benefit, exclusive or otherwise, to any Third Party relating to any patent, know-how, or other proprietary right that conflicts with or limits the rights granted to DS hereunder or which falls within the scope of the... | Label: No Conflicts |
8106eb90-7d06-477c-b543-c4f845b410ec | Clause:
The Loan shall be repaid pursuant to the terms of the Note.
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... | Label: Payments |
06106041-e70c-4e9a-b4b6-93d9b2081876 | Clause:
On and subject to satisfaction of the terms and conditions of this Agreement: (i) each Seller hereby agrees to sell, assign, convey, transfer and deliver to the applicable Buyer and each such Buyer hereby agrees to purchase and otherwise acquire from such Seller, all of such Seller’s right, title and interest i... | Label: Sales |
e0f0cbbf-672d-4f9a-b88e-d06b852f3f29 | Clause:
Holdings will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Tas... | Label: Compliance With Laws |
1a8339bd-195b-4f62-becb-c266944be060 | Clause:
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpo se of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be... | Label: Remedies |
316fcc5b-6507-4f5e-bb90-7f4d6328e95c | Clause:
This Assignment shall be governed and interpreted in accordance with the laws of the State of California.
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 |
4ddfb534-e648-48ce-b9af-a2ba67feba99 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver in writing by hand delivery or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applic... | Label: Amendments |
f4b2e036-175d-49f4-a8b5-3ac751c79243 | Clause:
Any payment of cash or any issuance or transfer of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, will, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. In addition, the Company may r... | Label: Releases |
b13aa814-084e-4dde-9fc6-7b538729aa28 | Clause:
All payments to be made by Seller under this Agreement shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer, except to the extent otherwise provided herein, at the following account maintained by Buyer at Citibank, New York, Account Number 36855692, For... | Label: Payments |
4647ee1f-8ff0-4785-9e11-2e43a1eba6a9 | Clause:
Crown or Constellation may withhold from any payments due to Executive hereunder such amounts as Crown or Constellation may determine are required to be withheld under applicable federal, state and local tax laws. To the extent that there are no cash payments to withhold upon, Executive shall promptly remit to ... | Label: Tax Withholdings |
1fa89408-456a-4fd7-aa9e-5b8825fa0b40 | Clause:
Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, wi... | Label: Severability |
b0c99dbf-dfc6-4dec-8fe1-66c2aa305d41 | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without regard to its conflict of laws provisions; provided that the interpretation and enforceability of paragraph 30 shall be governed by the Federal Arbitration Act, U.S.C. § 1 et... | Label: Governing Laws |
39229103-0eba-47d2-acf3-a2bac8780df6 | Clause:
The parties agree that any legal proceeding brought to enforce the provisions of this Release may be brought only in the courts of the State of California or the federal courts located in California and each party hereby consents to the jurisdiction of such courts.
Task: Classify this clause into ONE of these ... | Label: Enforcements |
6730a8ee-8eef-4cb6-8735-d942cc5c1146 | Clause:
Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery ... | Label: Confidentiality |
8918b683-90ac-4a48-8e25-fdc441f3433a | Clause:
Promptly upon written request from Employee, Employer shall indemnify Employee, to the fullest extent under applicable law, for all judgements, fines, settlements, losses, costs or expenses (including attorney’s fees), arising out of Employee’s activities as an agent, employee, officer or director of Employer, ... | Label: Indemnifications |
59dce383-0e64-41a4-8f2c-ff24754913f4 | Clause:
The provisions of this Voting Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability or the other provisions hereof. If any provision of this Voting Agreement, or the application thereof to any person or any circumstance... | Label: Severability |
2a9ccc73-12b3-4887-b517-d618f0873d31 | Clause:
EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER GUARANTEED TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVE... | Label: Waiver Of Jury Trials |
5748abbb-6172-47c8-ac54-16d9560f0c0b | Clause:
Agent shall not in any way be responsible for the performance or discharge of, and Agent does not hereby undertake to perform or discharge of, any obligation, duty, responsibility, or liability of Pledgor in connection with the Collateral or otherwise. Pledgor hereby agrees to indemnify Agent and hold Agent har... | Label: Indemnifications |
3a42587f-08cf-486d-8b8c-6b83a69f02c6 | Clause:
Schedule 3.21 sets forth a true, complete and correct description, in all material respects, of all material insurance (excluding any title insurance) maintained by or on behalf of the Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.
Task: Classi... | Label: Insurances |
e0cc2962-0bb7-4fab-accb-a6db21c3ef17 | Clause:
The execution and delivery of this Supply Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws, regulations or orders of any court, governmental body or administrative agency having jurisdiction over this Supply Agreement and ... | Label: No Conflicts |
2990072c-4cda-48f5-80e6-2a1c2a28f12b | Clause:
The Pledgors jointly and severally agree to reimburse each of the Lenders and the Administrative Agent for all reasonable costs and expenses of the Lenders and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any e... | Label: Expenses |
deb323f7-81ae-48ac-b91d-81e947a99657 | Clause:
The parties agree that if any part, term or provision of this Agreement shall be found invalid, illegal or unenforceable in any respect by any court of law of competent jurisdiction, the remaining provisions shall be severable, valid and enforceable in accordance with their terms, and any such invalidity, illeg... | Label: Severability |
2db5b146-98cf-4ef3-b365-6880204b3957 | Clause:
This Agreement contains and constitutes the entire agreement of or among the Parties with respect to the subject matter of this Agreement, and supersedes all other prior or contemporaneous understandings, communications, commitments, undertakings, representations and agreements, oral or written, expressed or im... | Label: Entire Agreements |
7c7d3d5a-da15-408f-ac4f-363077598781 | Clause:
This Security Agreement and the other Loan Documents (i) are valid, binding and enforceable against the Debtor and the Bank in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject... | Label: Entire Agreements |
765879f8-dd1e-420e-ab3e-353b76b6d6e9 | Clause:
For purposes of the Credit Agreement, the initial notice address of each Incremental Term B Lender (other than any Incremental Term B Lender that, immediately prior to the execution of this Agreement, is a “Lender” under the Credit Agreement) shall be as set forth below its signature to this Agreement.
Task: C... | Label: Notices |
680eb47e-7ea8-4cf1-9979-4238a97ae4bc | Clause:
Each Party agrees that it shall not make, and shall cause its Affiliates not to make, any public reference to (i) any other Party or any of its Affiliates with respect to the transactions contemplated by this Letter Agreement or (ii) the terms and conditions contained herein, or the terms of any Party’s (direct... | Label: Confidentiality |
1d435b3c-26aa-4655-bf7d-51e4bc8273ec | Clause:
Borrower shall have (a) executed and delivered to Agent the Closing Fee Letter and the Agent Fee Letter, (b) paid to Agent, for the pro rata benefit of the Banks, the closing fees agreed to by Borrower, Agent and the Banks set forth in the Closing Fee Letter, (c) paid to Agent, for its sole benefit, the adminis... | Label: Closings |
a1ee1232-f16a-4339-a0aa-d12945024593 | Clause:
No amendment or waiver of any provision of this Pledge Agreement nor consent to any departure by any Pledgor herefrom shall be effective unless made in writing and authenticated by the affected Pledgor and the Secured Party and, as required by the Credit Agreement, either all of the Lenders or the Majority Lend... | Label: Amendments |
fcd49358-3282-446a-b7c4-58b6ccd4f82d | Clause:
This Agreement may be amended only in writing signed by McManus and by a duly authorized executive officer of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Amendments |
e367c932-f624-4d58-9d6b-7fdb36dcde30 | Clause:
The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par value $0.025 per share, of which 10,280,275 shares are issued and outstanding and the following preferred stock: (i) 51 shares of Series A Preferred Stock authorized of which 51 shares of Series A Preferred Stock are ... | Label: Capitalization |
54da01db-8e44-4408-98e4-921d936710d2 | Clause:
Unless the Performance Guarantor is the surviving or continuing entity, it shall not (i) consolidate with or merge with any Person, or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless (a) the Administrative Agent provides prior written consent to such transaction, (... | Label: Sales |
86000c8f-53d3-4594-a760-f308429e3cde | Clause:
As of the Effective Date, the Executive’s annual base salary is $[ ]. [The Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Compensation Committee”).] The base salary in effect at any given time is referred to herein as “Base Salar... | Label: Base Salary |
dd19c2a9-e55e-44c7-b94e-8af2fa7bbb2f | Clause:
From time to time, at the reasonable request of MoviePass and without further consideration, prior to the termination of this Agreement, Stockholder shall execute and deliver such reasonable additional documents and take all such further reasonable action as may be reasonably required to consummate and make eff... | Label: Further Assurances |
b3a09d42-56a6-4b5f-96e0-da0a236da68d | Clause:
This Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Applicable Laws |
5279225c-96d0-48b0-b4df-aa521cbc94ad | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial base salary of $240,000 per year, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, payable in accordance wi... | Label: Base Salary |
486d09dd-e56a-4131-9fe4-97f5989c81e3 | Clause:
This Agreement may be executed in various counterparts that together shall 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, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Counterparts |
37c5b6c9-99c6-4ac7-ac66-7104a170d231 | Clause:
The validity, construction, and performance of this Agreement shall be governed by and construed first in accordance with the federal laws of the United States to the extent federal subject matter jurisdiction exists, and second in accordance with the laws of the State of New York, exclusive of its choice of la... | Label: Applicable Laws |
b2fee595-5fbc-467f-a3fd-695ff54cb690 | Clause:
The Assignee irrevocably appoints and authorizes, and agrees that it will require any transferee of any of its interest in its Commitments, its Loans and in its Notes irrevocably to appoint and authorize, the Agent, to take such actions as its agents on its behalf and to exercise such powers under the Loan Agre... | Label: Authorizations |
eee8b1bb-847f-4767-9846-d6766256bb83 | Clause:
(a) Unless and until the Discharge of Priority Lien Obligations has occurred (subject to the terms of Section 3.02 , including the rights of the Second Lien Secured Parties following expiration of any applicable Standstill Period), the Priority Lien Agent shall have the sole and exclusive right, subject to the... | Label: Insurances |
2377ae56-0b68-43b5-b56c-594e5f7cc110 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELA... | Label: Waiver Of Jury Trials |
565013a7-0ee8-47b9-ae25-6cf5cc89323b | Clause:
The Lenders agree to indemnify the Agent and each Co-Collateral Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on whic... | Label: Indemnifications |
7b49cd85-2451-4add-a039-41f0e6e2df76 | Clause:
This Agreement and the Research Agreement contains the entire agreement between the Parties relating to the subject matter hereof, and all prior understandings, representations and warranties between the Parties are superseded by this Agreement. For clarity, the Original Agreement shall be deemed amended and re... | Label: Entire Agreements |
aba3669f-78fc-468a-92dc-01cc2bf00e6a | Clause:
All notices, statements, reports and other communications from the Committee to any employee, Participant, Beneficiary or other person required or permitted under the Plan shall be deemed to have been duly given when personally delivered to, when transmitted via facsimile or other electronic media or when maile... | Label: Notices |
578d0626-23bb-41cb-82ba-e2db6cca0c55 | Clause:
You agree that during your employment with the Company and thereafter, you will, upon reasonable advance notice, assist and cooperate with the Company as is reasonable with regard to any investigation or litigation related to a matter or project in which you were involved during your employment. The Company wil... | Label: Cooperation |
b1ecc6fd-0267-4dc9-a239-d6c42ba7a486 | Clause:
Except to the extent preempted by applicable federal law, the Plan shall be construed and governed in accordance with the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Applicable Laws |
db9e24eb-aad7-4a00-a69a-8b5aa7202867 | Clause:
The Bank will employ Executive as President and Chief Executive Officer for the term set forth herein. Executive will perform all duties and shall have all powers commonly incident to his positions, or which, consistent with those positions, the Board of Directors of the Bank (the “Board”) delegates to Executiv... | Label: Employment |
f5a9b481-64cf-489c-9771-86b16bbc0fad | Clause:
Upon acceptance of this offer, you will become Chief Financial Officer of the Company, reporting to the Chief Executive Officer and the Board of Directors. You will also serve as Secretary until the company has in house counsel. You will be expected to devote at least forty (40) hours per week to the performanc... | Label: Positions |
a495b312-1020-4d23-b6b5-63c721141e9c | Clause:
If at any time after [INSERT IN INITIAL NOTE: the Issuance Date][INSERT IN ADDITIONAL NOTE: the later of (x) the Issuance Date and (y) the date no December Note or Initial Note (as defined in the Securities Purchase Agreement) remains outstanding], no Equity Conditions Failure then exists (unless waived, in who... | Label: General |
9d111a80-2492-45b6-b7cc-0cdd764e4187 | Clause:
This Agreement shall inure to the benefit of and be binding solely upon the parties hereto and their successors and assigns. Each of the parties hereto hereby agrees that this Agreement is not intended to create any rights of third party beneficiaries.
Task: Classify this clause into ONE of these types (exactl... | Label: Binding Effects |
7569b9bf-f481-41e6-90b0-71b5b6169ff4 | Clause:
All information submitted by or on behalf of Borrower to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule II ), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fac... | Label: Disclosures |
2ece3b67-5e9a-4c13-b0f3-ffa36c0d94cf | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or electronic mail, each of which shall be deemed an original.
Task: Classify this cla... | Label: Counterparts |
9cac9b09-8908-4bb2-bf15-52f27b35dd32 | Clause:
Agreement may be amended from time to time by the Committee in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award as determined in the discretion of the Committee, except as provided in the Plan, this Agreement, the E... | Label: Amendments |
8a8bf189-31d6-44e7-bdbb-a9d418cd48f2 | Clause:
This Guaranty may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile shall be effective as deli... | Label: Counterparts |
2818a10b-0604-4064-9a3d-a521f724e41e | Clause:
Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Powers |
5fa4c604-5dd7-4d8b-a9a1-1513f3c0bfb5 | Clause:
The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Transaction Documents shall govern the construction of this Agreement and the rights and remedies of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one... | Label: Applicable Laws |
d838c61b-dfc3-447b-953f-324e04f0ae5b | Clause:
By 9:00 A.M., New York City time, on the Trading Day immediately following the date hereof, the Company shall (a) issue a press release (the “ Press Release ”) reasonably acceptable to the Placement Agents disclosing all material terms of the transactions contemplated hereby, and (b) furnish to and/or file with... | Label: Publicity |
bd8e9778-f30f-4f71-b4cd-aeb1b3d7f205 | Clause:
Except as set forth on Schedule 7.03, at the Closing Date, there is no litigation, legal, administrative or arbitral proceeding, investigation or other action of any nature pending or, to the knowledge of the Borrower, threatened against or affecting any Group Member which involves the possibility of any judgme... | Label: Litigations |
a97276e0-aac5-46b9-a251-65d2055813fe | Clause:
Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Loan Party, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including, the county) of the chief executive office of such Loan Party or the registered offi... | Label: Jurisdictions |
2e6feb72-e67a-41a3-9a42-72d4eddc2c7d | Clause:
The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties with respect to the Award and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the Award, and may not be modified adversely to... | Label: Entire Agreements |
ed5681f6-b685-4785-b16d-433a8ffa4b03 | Clause:
(a) The Borrower shall take, and cause each other Loan Party to take, such actions as are necessary or as the Administrative Agent or the Required Lenders may request from time to time, at the Borrower’s expense, to carry out more effectively the purposes of the Loan Documents and to ensure that the Secured Obl... | Label: Further Assurances |
adbb235a-6f6e-4d64-b2a8-1119b36eedc0 | Clause:
This Fifth Amendment may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
8fa531b6-4964-4955-ba0b-8ec933e075e6 | Clause:
This Agreement may not be modified, amended or waived to the extent it would impair the rights of the Optionee, except by an instrument in writing that specifically identifies the provision of this Agreement being modified, amended or waived and that is signed by both parties hereto. The waiver by either party ... | Label: Amendments |
398c7c0d-68a6-42fa-9a6b-27f0ffbf5f27 | Clause:
Interest shall accrue on the Principal Amount of this Note from the date of transferring the funds to escrow until repayment in full. The interest shall accrue from day to day at the applicable Interest Rate, both before and after default, demand, maturity and judgment, and shall be calculated on the basis of t... | Label: Interests |
974c7427-b263-41cb-8d7e-b8a1b6693c50 | Clause:
Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurance as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carr... | Label: Further Assurances |
8c1f4963-b942-47af-a902-b44e21b3cc71 | Clause:
This Agreement shall be governed by the laws of the State of Nevada without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Governing Laws |
e356774f-3646-430c-957a-a25855648553 | Clause:
The Warrants, as amended by this Amendment, each constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes any prior oral or written agreements or understandings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Entire Agreements |
05f23338-36ed-4578-92a5-038b3b7bc03d | Clause:
Except to the extent expressly provided herein, this Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous oral and written communications between the Parties with respect to the subject matter of this Agreement. Both Parties ... | Label: Entire Agreements |
226f4ed1-f0a9-4189-990b-fc016e0ab5bf | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Governing Laws |
215c268a-8a9d-496f-a4c3-7daa5374c4a7 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of N... | Label: Governing Laws |
476c3220-b6e0-49f3-85e0-86f2e150b144 | Clause:
Obligors each agree to execute, acknowledge, deliver, file and record such further certificates, instruments and documents, and to do all other acts and things, as may be reasonably requested by Administrative Agent as necessary or advisable to carry out the intents and purposes of this Agreement.
Task: Classi... | Label: Further Assurances |
9ddd4a76-1023-4b45-ad89-fedcdeb09ffd | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.
Task: Classify this clause into ONE of these types ... | Label: Assignments |
b4af4ac7-3646-4239-b8ee-c217d4240102 | Clause:
This Amendment shall take effect and be adopted on the date that the stockholders of the Company approve this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Effective Dates |
11dc47ac-41e4-493e-8eef-a62311541c0c | Clause:
Executive shall not disparage or make negative statements (or induce or encourage others to disparage or make negative statements) about LSI or any of its present or past equity holders, directors, officers, members, partners, employees or agents.
Task: Classify this clause into ONE of these types (exactly one... | Label: Non-Disparagement |
e2742dc1-d7d8-4d68-844f-6bfe7031cbee | Clause:
The execution, delivery and performance by such Investor of the Transaction Documents and the consummation by such Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or a... | Label: No Conflicts |
a0e9e925-d4b9-4520-a497-23b320c306e0 | Clause:
Any notice or filing required or permitted to be given to the Corporation or the Administrative Committee under the Plan will be sufficient if in writing and hand delivered, or sent by registered or certified mail to any member of the Administrative Committee, or to the Corporation’s Chief Financial Officer and... | Label: Notices |
16126351-0cbf-4982-a9a1-cc70b26ce399 | Clause:
The “ Term ” of this Agreement shall commence on the Effective Date and shall continue, unless terminated sooner in accordance with the terms hereof, until December 31, 2021 (as the same may be extended or terminated as set forth in this Section 13 ). The Term may be renewed for additional twelve (12) month per... | Label: Terms |
b1a2f7a2-6b67-4309-b33b-5af94eae2d51 | Clause:
Borrower shall use the proceeds of the Loan to (a) repay or discharge any existing loans relating to the Properties or the Preferred Shares, (b) pay all past due Basic Carrying Costs, if any, with respect to the Properties, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided her... | Label: Use Of Proceeds |
b2174612-9c8b-4991-9d87-4530f031bccb | Clause:
The Employer shall furnish the Executive with coverage under the Employer’s customary director and officer indemnification arrangements in accordance with the Employer’s by-laws and its directors’ and officers’ insurance policies, as in effect from time to time for executives or directors at his level.
Task: C... | Label: Insurances |
750ffb35-a0db-45b2-a6df-92bc4079c31a | Clause:
This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be vo... | Label: Assignments |
5f737341-43bb-4c27-a21d-9dd750044858 | Clause:
The guarantee of the Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by the Guarantor have been paid in full and the Lender has no further commitment under the Credit Agreement to lend to the Borrower whose Obligations are guaranteed by the Guarantor hereunder.
Task: Class... | Label: Terminations |
b42b4497-70f2-4813-bbd3-62f60e7beab9 | Clause:
The Executive’s employment under this Agreement (the “ Term ”) shall commence on the Effective Date, and shall continue until terminated pursuant to Section 8 of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Terms |
1d0407d9-57b0-4ce1-af4f-93e1a9482dce | Clause:
If the Optionee's employment is terminated for any reason other than Cause (as defined below), death or Disability (defined below), then the Options shall immediately vest notwithstanding the termination of Optionee’s employment in accordance with paragraph 2(a), above. If the Company terminates the Optionee's ... | Label: General |
76e2f4ad-3b9a-4451-b539-b57c50cc433e | Clause:
No Borrower will, nor will it permit any of its Restricted Subsidiaries to, cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the... | Label: Payments |
bdf9ccc3-94fa-4ba0-8d06-18babdf69d22 | Clause:
This Agreement supersedes all prior agreements and understandings between the parties, oral or written, including, without limitation, the offer letter between the Company and Executive dated April 13, 2017 and any prior versions thereof. No modification, termination or attempted waiver shall be valid unless i... | Label: Entire Agreements |
c55c19c4-f749-420b-877a-5292cdc0bfcb | Clause:
This Agreement and the Assignment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of... | Label: Governing Laws |
0fc5086a-3692-4f92-a16a-991c6ea73b5b | Clause:
The Company shall pay on the Closing Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities with the SEC; (b) reserved; (c) all fees and exp... | Label: Fees |
31a01e2e-fa30-49df-8703-37f17b645e5f | Clause:
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representative, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Binding Effects |
b8814661-e07f-4b81-8cc8-438ceab382f1 | Clause:
On each applicable Installment Date (as defined below), provided there has been no Equity Conditions Failure (as defined below), the Company shall pay to the Holder of this Note the Installment Amount due on such date by the conversion of all or some of such Installment Amount into Common Stock, in accordance w... | Label: General |
139c645e-4dcb-4746-8c5b-2788d4b1fd8a | Clause:
No benefit payable under this Agreement may be assigned, transferred, pledged or otherwise encumbered by Employee, or subjected to any legal process for the payment of any claim against Employee. Company's rights and obligations under this Agreement may be assigned at the Company's discretion to any successor ... | Label: Assignments |
bd90ed2d-4a90-4401-a4ab-225b536e4bd2 | Clause:
Borrower shall, and shall cause each Secured Guarantor to, keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasona... | Label: Insurances |
c431c05c-2e74-4848-9dac-f5d174da4258 | Clause:
The Company will pay to Executive an annual base salary of $237,000 , less deductions and withholdings, which base salary will be paid in accordance with the Company’s normal payroll policies and procedures. During each year after the first year of Executive’s employment hereunder, the Compensation Committee o... | Label: Base Salary |
e8728784-e485-4663-be2a-40d7095ff965 | Clause:
This Agreement shall not be construed more strictly against one party than against another party merely by virtue of the fact that this Agreement may have been physically prepared by such party, or such party’s counsel, it being agreed that all parties, and their respective counsel, have mutually participated i... | Label: Construction |
4a60c9a3-1c00-4b6a-9123-c727e329ba0b | Clause:
This Agreement shall terminate upon the earlier of (a) “payment in full” of all Obligations in accordance with the terms of the Loan Agreement; and (b) the closing of (x) all Accounts in accordance with Section 4.3 and (y) all “Accounts” (under and as defined in the Building Loan Disbursement Agreement); provid... | Label: Terminations |
9e8b48a3-b131-4fcd-8f91-23a55ad7afe7 | Clause:
On and as of the date of such Ongoing Maintenance Advance: (i) the representations of each of the Borrower, the Assignor, the Predecessor Parent Pledgor, the Parent Pledgors, Imperial, the Portfolio Manager, the Servicer, the Guarantor, the Initial Servicer, the Initial Portfolio Manager, the Securities Interme... | Label: Representations |
075813bd-e20c-4387-9f11-fe70157e4f58 | Clause:
Subject to the Intercreditor Agreement with respect to any ABL Priority Collateral prior to the Discharge of ABL Obligations, no later than the second Business Day following the date of receipt by the Borrower or any of its Subsidiaries, or the Administrative Agent as lender loss payee or loss payee, of any Net... | Label: Insurances |
78c142bb-f4c9-4b6c-a8f9-74b7b4a5c96d | Clause:
No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or fail... | Label: Erisa |
368b4979-7423-4041-b727-e8435741217e | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemp... | Label: Severability |
9baf419e-d3f9-46fc-93d3-9d73552c5720 | Clause:
This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of Missouri.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Applicable Laws |
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