id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
20cd19f8-cdfa-446e-a194-f6330b1b7a59 | Clause:
This Agreement and the transactions contemplated herein shall be conditioned upon the closing of the transactions contemplated by the Contribution Agreement. In the event that the Contribution Agreement terminates prior to the closing of the transactions contemplated thereby, this Agreement shall terminate auto... | Label: Effectiveness |
987e6a79-490d-4449-a71a-e152115c5bea | Clause:
Each of the parties hereby irrevocably acknowledges and consent that nay legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement shall be brought in the courts of the Commonwealth of Pennsylvania or if it has or can acquire jurisdiction, in the Unite... | Label: Consent To Jurisdiction |
2e99da96-52b2-4cb0-a848-89d90eed9ebe | Clause:
Except as set forth on Schedule 6.11 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary... | Label: Use Of Proceeds |
dfb4c229-1a51-4a06-9b7d-e2f4d8403813 | Clause:
This Agreement contains the entire agreement of the Parties in relation to its subject matter. Any appendices and schedules to this Agreement shall form a part thereof. This Agreement may only be amended or supplemented in writing, by way of a document signed by (the authorised representatives of) all Parties. ... | Label: Entire Agreements |
5dd87d3a-d405-419d-98c8-770670ba516e | Clause:
This Agreement shall commence on the Effective Date and shall continue until such times as notice of termination of this Agreement is given in writing by either Company or Executive to the other as in accordance with paragraph/Section 5, or upon with three (3) months' notice by either party. Renewal of this Agr... | Label: Terms |
b9ceba1f-9bb3-4e55-8b25-680c41098921 | Clause:
This Agreement shall be interpreted, construed, governed and enforced according to the laws of the Commonwealth of Pennsylvania without regard to the application of choice of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
5e675d89-eb38-4a7d-a1ab-428eb5373c13 | Clause:
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of one (1) year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Survival |
64ccca9d-ab87-4a05-9312-030bb06910ef | Clause:
Schedule 8.14 to the Purchase Agreement shall be amended and restated in full as set forth in folder 2.9 of the virtual data room hosted by Merrill Corporation and named “Saturn martinwolf,” as it exists on the date of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Amendments |
1afcb46c-aa53-4a94-acdd-7331849d1e16 | Clause:
Awards may be granted only to individuals who are employees, officers or directors of the Company or employees or officers of a Parent or Subsidiary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: General |
caa1f1e6-239c-4951-afcd-9315af273d5d | Clause:
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“ Notices ”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests) and will be effective upon receipt. Notices may be given in any manner to which the parties m... | Label: Notices |
e42482fc-b269-4e10-ac7f-4cce2d19552e | Clause:
If an Event of Default should occur and the Issuer or the Trustee should incur expenses, including attorneys’ fees, in connection with the enforcement of this Agreement or the collection of sums due hereunder, the Company shall be required, to the extent permitted by law, to reimburse the Issuer and the Trustee... | Label: Expenses |
a8b5cae5-636e-440a-a605-bc01213f199a | Clause:
Except for Jones Lang LaSalle Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer. Buyer shall be ... | Label: Brokers |
8292b1d3-2ee8-446d-bf7a-15191b20896d | Clause:
In case any one or more of the provisions contained in this Credit Agreement should be 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 parties hereto shall enter into good faith ... | Label: Severability |
e5388f8c-c3cf-40f8-8495-41f78cf87464 | Clause:
(a) Employer and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, har... | Label: Arbitration |
836cd14b-21e2-454c-9473-c16563ce50f7 | Clause:
Neither Parent nor any of its Subsidiaries, nor to the knowledge of Parent or any of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or targe... | Label: Sanctions |
77a87743-72fe-4f3e-9494-a0486eef1be6 | Clause:
This Agreement may be executed in a number of counterparts, by facsimile, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more of the counterparts ... | Label: Counterparts |
f9f7c85f-1420-4c77-9b4a-ee9bbdc6449a | Clause:
The Company will, and will cause each Material Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, which, if violated, could reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of... | Label: Compliance With Laws |
ffbf8e05-45a6-457f-bfc2-b102592b39ac | Clause:
This 2016-B SUBI Supplement shall be created under and governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Task: Clas... | Label: Governing Laws |
a1064a17-752f-410d-8ecd-3be1ecae17a1 | Clause:
Tenant and Landlord each warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment, except Savills Studley, representing Tenant, and Colliers International, representing Landlord (collectively, the " Brokers "), whose commission shall be paid ... | Label: Brokers |
0f49a8e4-5722-486f-b2f8-c5122049ff3c | Clause:
Except to the extent such leases in the aggregate would not require total payments of more than $10,000,000 per annum, the Borrower shall not, and shall not permit any of its Subsidiaries that are Guarantors to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with res... | Label: Sales |
dcbbcdcf-e4c8-40e7-9eea-20b6d66ef39e | Clause:
If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in ... | Label: Severability |
378e211f-d22e-459d-bf25-fd1999793a1c | Clause:
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACT... | Label: Submission To Jurisdiction |
78226734-3abd-452c-bdfd-09439c278374 | Clause:
The Company may withhold from any amounts payable to Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation and any additional withholding to which Executive has agreed.
Task: Classify this c... | Label: Withholdings |
291f4028-ff1f-4171-95d0-577f93b14726 | Clause:
Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing, sent by telecopier, mailed or delivered, (i) if to the Borrower, at its address specified in or pursuant to the Credit Agreement, (ii) if to any Subsidiary Grantor, to it c/o the Borro... | Label: Notices |
556c07ab-c7bc-469a-9a1b-7ffc62f1748c | Clause:
The Company and its successors and assigns hereby and forever release McAndrews (including his heirs and family members) from, and agree not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any facts, occurrenc... | Label: Releases |
f66c0b00-54a1-440c-95bd-465ae29e845b | Clause:
As severance , the Company shall pay the Executive the sum of $400,000, payable in a single lump sum on or before June 30, 2016, subject to this Agreement becoming effective as described in Paragraph 10 (c). The Company and the Executive acknowledge and agree that the payment made hereunder is "wages" for purpo... | Label: Payments |
c5f2c16e-e43c-466b-99f1-7a8f086c1e68 | Clause:
Each Party hereby represents and warrants to each other Party that (1) such Party has the legal power and right to execute, deliver and perform its obligations under this Agreement, (2) the execution, delivery and performance of this Agreement by such Party have been duly and validly authorized by all requisite... | Label: Representations |
52404986-60e2-4f28-87fc-2efb186f21d6 | Clause:
The Member may not assign in whole or in part its membership interest ("Membership Interest") in the Company without the consent of the Manager.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Assignments |
b3996f0c-b1b6-434d-9c04-4c3d45e4946f | Clause:
The Executive shall have such duties and responsibilities during the Term as specified by the Chief Executive Officer of the Company, to whom the Executive shall directly report and who shall supervise the Executive’s work on a regular basis (the “Direct Supervisor”). These duties and responsibilities may be mo... | Label: Duties |
63072098-062c-4167-b726-2aade53fa8f2 | Clause:
If the Parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, Hand and the Company agree to amend this Agreement, or take such other actions as Hand and the Company deem necessary or appropriate, to comply with the requirements ... | Label: Cooperation |
913a3cd0-6db2-4fb0-b1d1-8f1f4d61aed6 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each R... | Label: Participations |
fe799fae-d01e-4dbd-b9a1-0a0b2183d893 | Clause:
None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by ... | Label: Disclosures |
803ca0c0-5423-4a42-9d4b-5b0d4004d8f8 | Clause:
This Agreement may be amended or modified, and Borrower, the bank, and the other Subsidiaries may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if Borrower shall obtain the prior written con-sent of Lender to that specific amendment, modification, acti... | Label: Amendments |
36315a8c-cb49-424f-8496-b77dd0dccdb4 | Clause:
The Parties agree that certain matters in which Executive has been involved during Executive’s employment may necessitate Executive’s cooperation with the Company in the future. To the extent reasonably requested by the Company, Executive shall cooperate with the Company in connection with matters arising out ... | Label: Cooperation |
10683f9c-b728-4a57-b331-8be2f1238a30 | Clause:
To the extent required by law in effect at the time any distribution is made from the Plan, the Company shall withhold any taxes and such other amounts required to be withheld. Further, to the extent required by law, the Company shall report amounts deferred and/or amounts taxable under the Plan to the appropri... | Label: Withholdings |
d83844f8-7222-4a21-a708-b1b139059c41 | Clause:
This Section shall apply if, in the two-year period following a Change in Control, as that term is defined below, the Executive’s employment with the Company is terminated either: (i) by the Company, “Without Cause,” as that term is defined above; or by the Executive for “Good Reason,” as that term is defined b... | Label: Change In Control |
566aecfb-0465-4e4d-9c18-76a816c1a351 | Clause:
Consultant agrees to undertake and complete the Services (as defined in Exhibit A ) in accordance with and according to the schedule specified in Appendix 1 . As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Appendix 1 . Unle... | Label: Payments |
37f0cc4e-0a16-499f-8a77-d8f94a31e250 | Clause:
During your assignment to Host Country, Home Company shall pay your salary and other cash compensation, if any, in accordance with the terms of your employment agreement with Home Company; provided , however , it is understood and agreed that for the term of your assignment, your (gross) base salary, inclusive ... | Label: Base Salary |
2c75c787-9844-4c81-a3de-3e11be1bb276 | Clause:
The Parent’s subsidiaries (the “Subsidiaries”) as of the date hereof are set forth in on Schedule 4(a) . Except as set forth in Schedule 4(a) , the Parent owns, directly or indirectly, 100% of each Subsidiary and such ownership interest is free and clear of any liens, and all of the issued and outstanding shar... | Label: Subsidiaries |
06cc0b29-0919-490e-92d9-3db9e00296e3 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws rules of any state. Any legal proceeding arising out of or relating to this Agreement will be instituted in a state or federal court in the Co... | Label: Governing Laws |
ab1f01ef-483e-413a-83dc-f726bd84f78a | Clause:
Borrower shall pay interest to Administrative Agent for the account of the applicable Bank on the outstanding and unpaid principal amount of the Loans, at a rate per annum as follows: (1) for Base Rate Loans at a rate equal to the Base Rate plus the Applicable Margin and (2) for LIBOR Loans at a rate equal to t... | Label: Interests |
9e5f00e0-c4e4-4496-9044-c7c66ae2cda4 | Clause:
Tenant waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property but such waiver shall not affect any contractual rights granted to Tenant under this Article XIV .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Waivers |
0e899663-4e35-4dcb-9f1b-177b830e178e | Clause:
(a) The Borrower agrees to pay to the Administrative Agent for the account of (i) each Tranche 1 Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the average daily amount of the unused amount of the Tranche 1 Commitment of such Lender during the period from and including the Effective D... | Label: Fees |
ad0cff2e-0880-4775-8e92-667de48eb684 | Clause:
Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in... | Label: Submission To Jurisdiction |
0ea349fb-aae6-468e-9a01-0ca3ad27d7e2 | Clause:
Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced according to the laws of the State of Georgia, without regard to the conflicts of law provisions of any state, and in accordance with applicable federal laws of the United States. The Company and the Participant a... | Label: Governing Laws |
472e4d72-92b0-4375-aef6-0cadf996e3e0 | Clause:
THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS (OTHER THAN THE MORTGAGE) AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONF... | Label: Governing Laws |
c7d793b0-3639-4009-bdf2-9f43fbba7cc0 | Clause:
Each Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or... | Label: Intellectual Property |
0d86476b-c2ea-4426-932f-ffd830b0153b | Clause:
Each Obligor, each Obligor’s respective successors-in-title, legal representatives, and assignees and, to the extent the same is claimed by right of, through, or under any Obligor, their past, present, and future employees, agents, representatives, officers, directors, shareholders, and trustees, do hereby fore... | Label: Releases |
526fb54e-5c01-4443-8c92-b8234cd71fa9 | Clause:
The proceeds of the Revolving Loans will be used only for general corporate purposes of the Company and the Subsidiaries in the ordinary course of business (including Acquisitions and Investments permitted hereunder) and to refinance existing Indebtedness. No part of the proceeds of any Loan will be used, wheth... | Label: Use Of Proceeds |
6efd030d-94b0-4bf3-9025-31666c5c2610 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.
Task: Classify this clause into ONE of these types (exactly on... | Label: Counterparts |
884c4cce-5a72-4691-8dc5-94b1118433c3 | Clause:
During the Employment Term, the Company shall obtain comprehensive major medical, hospitalization and disability insurance coverage, either group or individual, for the Executive and his dependents, and may obtain or may continue in force life (“key man”) insurance on the Executive for the benefit of the Compan... | Label: Insurances |
16df8871-6674-41b5-a325-e316c905fa62 | Clause:
Supplier shall only manufacture the Product to Vericel's specifications and shall not change materials, specifications, design/configuration, procedures, packaging or labeling without Vericel’s prior written consent. Vericel may reject any Product lots that are defective or otherwise do not conform to Vericel's... | Label: General |
921fac86-a062-4fcc-89b3-4789d584d73c | Clause:
The jurisdiction and waiver of right to trial by jury provisions in Sections 15.18 and 15.19 of the Credit Agreement are incorporated herein by reference mutatis mutandis. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and an... | Label: Miscellaneous |
37a0efb2-7d71-458b-90e2-5bb47b91e10d | Clause:
The term of the Sublease shall be extended for a period of three (3) years and (3) three months commencing on April 1, 2016 and expiring on June 30, 2019, (the “ Extension Period ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Terms |
4864d32c-4fa3-4926-accd-1f3d31b06cdc | Clause:
In the event that Executive breaches Executive’s obligations under this Agreement, including the Release, or the Employment Agreement or the Company learns that Executive’s representations and warranties contained in this Agreement are false, the Company will have the right to bring a legal action for appropria... | Label: Remedies |
7a8664b0-1003-47a4-af9b-c1a7b74ad2fa | Clause:
The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the ba... | Label: Severability |
db39d1fd-2ed7-407b-8e1a-0d61a2a271ec | Clause:
Notwithstanding anything to the contrary in the Agreement, JPMorgan may assign any of its rights or duties hereunder to any one or more of its Affiliates without the prior written consent of Counterparty. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing JPMor... | Label: Assignments |
069d5859-f4be-4441-a62d-d8e07b3cef8c | Clause:
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Parent and the Restricted Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Amendments |
6da97663-d0b5-45c8-bbcc-257c365a00d8 | Clause:
Executive expressly agrees that during his employment by the Company and for two (2) years following the termination of such employment for any reason, he will make no statement and take no actions of any kind, verbal or written, that directly or indirectly disparages the Company or the Related Parties, injures... | Label: Non-Disparagement |
5cfabfda-ab82-41b3-ba8f-0fde156d2158 | Clause:
This Note may not be modified or amended in any manner except in writing executed by the Maker and the Holder.
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: Amendments |
f10c3316-216f-426c-a507-409078788e63 | Clause:
The parties recognize that if any provision of this Agreement is violated by the Company, the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity... | Label: Specific Performance |
d44ec20f-1495-4d66-8b9d-226030994421 | Clause:
The parties intend and agree that each covenant and condition contained in this agreement shall be a separate and distinct covenant. If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected.
Task: Classify this clause into ONE of these... | Label: Severability |
7b1506bd-add5-4ad3-b174-2964ff7f08db | Clause:
The Executive hereby agrees not to defame, disparage, or criticize the Company or any of its affiliates, or any of their respective products, services, finances, financial condition, or capabilities, or any other aspect of or any of their respective businesses, or any of their respective former or existing empl... | Label: Non-Disparagement |
851f21bc-dd68-4e5d-b636-96532d06dce6 | Clause:
References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan. All references to “Sections” in this Agreement shall be to Sections of this Agreement unless explicitly stated otherwise. The w... | Label: Construction |
3283bdb7-ce2c-48e5-a5d9-00608b6560e5 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all projected benefit obligations under each Pl... | Label: Erisa |
ecb67ad9-5ca8-4736-b15d-ee4ec34ff340 | Clause:
Employee represents and warrants that he has not entered, nor will he enter, into any other agreements that restrict his ability to fulfill his obligations under this Agreement and the Confidentiality Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: No Conflicts |
05427a61-08ef-4b0f-b623-0845edcf8fce | Clause:
Subject to the terms and conditions set forth herein, each U.S. Lender agrees that any Domestic Borrower under the U.S. Tranche may from time to time request the U.S. Lenders to submit offers to make loans in Dollars (each such loan, a “ U.S. Bid Loan ”) to such Domestic Borrower from time to time on any Busine... | Label: General |
e979025d-4418-4348-97f8-8f2f45e8978a | Clause:
Effective on the Termination Date, Employee resigns his position as Chief Executive Officer, his position on the Board of Directors of Employer, and all other positions that he holds with Employer and/or its affiliates effective on the Termination Date (and Employee agrees to sign such additional resignation le... | Label: Terminations |
eb682bf6-84ec-45df-887a-5d2b8d7cd92b | Clause:
The Company and the Employer may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for 90 consecutive days or a period of 180 days (which need n... | Label: Disability |
01c3f2c4-abd7-4086-9574-4434c15843be | Clause:
Following a Change in Control, the Company shall advance the Executive (and her beneficiaries) any and all costs and expenses (including without limitation attorneys’ fees and other charges of counsel) incurred by the Executive (or any of her beneficiaries) in resolving any controversy, dispute or claim arising... | Label: Change In Control |
db9f4eb2-3cf2-4bff-96db-3e304100e92b | Clause:
Borrowers agree to pay on demand all reasonable costs and expenses of Agent and the Lenders (including reasonable attorneys' fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or deli... | Label: Expenses |
a1ccff55-5824-455c-9172-3e082d1cc9bc | Clause:
In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ Proceeding ”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Exe... | Label: Indemnifications |
0f76ab9b-e1a9-4cf2-9867-143e527236be | Clause:
Giving effect to the Form 8-K filing described in Section 5.1(j) of this Agreement, the Company confirms that neither it nor any other Person acting on its behalf has provided Highbridge International LLC or Highbridge Tactical Credit and Convertibles Master Fund, L.P. (collectively, “ Highbridge ”) or their ag... | Label: Disclosures |
2530bc39-7f27-428a-ae3f-a33667a5ca31 | Clause:
The execution and performance by the Company of its obligations under the Transaction Documents, including the issuance to the Investors of the Subscription Shares upon subscription therefor, and the compliance by each of the Company’s Subsidiaries with the provisions of the Policy Agreement, do not (assuming a... | Label: No Conflicts |
054f29e2-1816-4bd2-baa4-7a34b87b8664 | Clause:
Section 2.11(a) shall be amended to delete the phrase “the Applicable Rate noted under the caption “Unused Commitment Fee Rate”“ and replace it with the phrase “Unused Commitment Fee Rate” as defined in the in the definition of Applicable Rate”.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Fees |
8e5e3585-9eec-4b2c-a311-8e9207afefd7 | Clause:
AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF ANY LOAN PARTY, ADMINISTRATIVE AGENT OR ANY LENDER, EACH LOAN PARTY HEREBY CONSENTS AND AGREES THAT THE SUPREME COURT OF NEW YORK COUNTY, STATE OF NEW YORK OR, AT ADMINISTRATIV... | Label: Consent To Jurisdiction |
cbb58431-d1ba-422e-8966-21e40bd399dc | Clause:
During the Employment Term, the Company shall pay the Executive an annual rate of base salary of as set forth on Schedule 4.1 in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly. The Executive's annual base salary, as in effect from time to ... | Label: Base Salary |
a038bd87-cf03-425e-9663-6570c260b969 | Clause:
Except as disclosed in Section 3.14 of the Company Disclosure Schedule, as of the date of this Agreement, there is no Legal Proceeding which is pending or, to the Company’s knowledge, threatened against the Company or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions co... | Label: Litigations |
8c3669e1-9396-42c7-ab3d-083799a9accb | Clause:
The Borrower will, and will cause each of its Subsidiaries 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... | Label: Compliance With Laws |
dae9a4dd-099e-4175-9ea7-940dc4918971 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures delivered by facsimile (including by "pdf") shall be deemed effective for all purposes.
Task: Classify this clause into ONE of these type... | Label: Counterparts |
8fe67b43-bc4a-4a49-bfbc-6842e3bb9bb9 | Clause:
The execution, delivery and performance by such Obligor of each Loan Document described in Section 6 hereof (and, with respect to the Parent Borrower, the Term Loan Agreement Amendment (as defined below)), and the transactions contemplated hereby or thereby (including, without limitation, the Westfalia Acquisit... | Label: Authority |
b50b4323-5dea-4649-b1bb-f26b63df42ef | Clause:
Engage in any material line of business other than those lines of business conducted by Borrower and its Subsidiaries on the date hereof and any businesses reasonably related, complementary or incidental thereto or reasonable extensions thereof; permit or suffer any Change in Control. Borrower will not, without... | Label: Change In Control |
7d185bdc-655e-4995-b9d5-785955603976 | Clause:
The parties agree that: (i) any litigation involving any noncompliance with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement, shall be interpreted in accordance with and governed by the laws of the Commonwealth of Virginia, without regard for any con... | Label: Governing Laws |
363f2e80-70eb-42b8-9780-9ae15961c292 | Clause:
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portland, Oregon by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award in any court h... | Label: Arbitration |
0818c190-5f05-4c84-9635-08be6a6738a4 | Clause:
None of Buyer nor any of its Affiliates, nor any of its officers or directors on behalf of Buyer or any of its Affiliates, has employed any financial advisor, broker or finder in a manner that would result in any liability for Seller for any broker’s fees, commissions or finder’s fees in connection with any of ... | Label: Brokers |
c67b3c06-9bb5-49bf-b31e-476377ab9691 | Clause:
In order to facilitate the resolution of any Claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of six (6) years after the Closing, the Purchaser shall retain the Assigned Books and Records (including personnel files) relating to periods prior t... | Label: Records |
b99a3f18-45a2-46b2-9dcf-36d57d01910c | Clause:
No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance... | Label: Amendments |
6f4c48d4-a298-443d-905a-76816eef5d79 | Clause:
The U.S. Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws and ERISA), in each case except where the failure to do so, individually or in the aggre... | Label: Compliance With Laws |
e318204c-d49f-4e79-9e48-3c1fd8498c5d | Clause:
In the event of any event described in Section 19 of the Plan occurring after the Grant Date, the adjustment provisions as provided for under Section 19 of the Plan shall apply to the Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Adjustments |
4b57b06b-4303-4976-8e77-861e21a32c51 | Clause:
No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by any Company of the Loan Documents or for the validity or enforceability thereof, except for the recording and filing of certain of the Securit... | Label: Approvals |
079e9686-a91e-4c6a-8b05-55f930b4625d | Clause:
Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any tim e or from time to time prior to the expiration of the Opt... | Label: Payments |
d0d68da1-afd7-4436-b1f0-edd2ae301e96 | Clause:
Without limitation of any other matters that are stated to survive the expiration or earlier termination of this Sublease or the Prime Lease, Paragraphs 3 (Rent), 4 (Electricity; Utilities), 14 (Brokerage), 24 (Waiver of Jury Trial and Right to Counterclaim), and 26 (Limitation on Liability) of this Sublease wi... | Label: Survival |
4a095b3e-06a1-4310-a078-d225f83244b2 | Clause:
Company has complied with, and is not in violation of, applicable federal, state, or local statutes, laws, and regulations affecting its properties or the operation of its business, including, but not limited to, federal and state securities laws.
Task: Classify this clause into ONE of these types (exactly one... | Label: Compliance With Laws |
8c82b181-fd06-4ddf-abb1-f9c3ce70657e | Clause:
Each of the Credit Parties and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), ... | Label: Titles |
b0425085-42af-4047-a4d3-7394862679e8 | Clause:
This Plan shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois (without regard to principles of conflicts of laws) to the extent not preempted by federal law, which shall otherwise control. If any provision of this Plan shall be held invalid or unenforc... | Label: Governing Laws |
bc6bff0d-b7b0-456c-84b6-e58ea5a8a455 | Clause:
The occurrence of a Change in Control with respect to Pledgor or a Change in Control (as defined in the Subordinated Loan Agreement) with respect to Pledge Guarantor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Change In Control |
db10b986-106f-4b8a-aa66-cab12472c60d | Clause:
Lender shall have the right at any time and from time to time (a) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, (b) to sell participation interests in the Loan to one or more investors or (c) to securitize the Loan or any po... | Label: General |
4d38b044-ce63-4cab-8a63-06896ecff7c6 | Clause:
Pursuant to Section 7.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto (collectively, the “ Transaction Documents ”), are hereby terminated effective immed... | Label: Terminations |
50caec52-f87b-4e1a-b52c-ba828e9b86c1 | Clause:
All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Defined Terms |
7c56e936-1e1d-4a24-8ab3-d2ccc19c1c51 | Clause:
The Transferor, by accepting the Purchase Price related to each purchase of Receivables generated or otherwise acquired by the Transferor, shall be deemed to have certified that the representations and warranties contained in Article V , as from time to time amended in accordance with the terms hereof, are true... | Label: Warranties |
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