id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
33d67b9e-3a83-4a40-8467-512a1a6fdd04 | Clause:
Accrued interest on this Note shall be payable on the Maturity Date.
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... | Label: Interests |
305258d8-8bf3-46b2-b6e4-970b9263efbc | Clause:
The obligations of the Company under the Note are secured by (i) all shares of Common Stock, stock options and warrants held by certain members of management of the Company pursuant to the Pledge Agreement and (2) all assets of the Company and its Subsidiaries pursuant to the Security Agreement. The execution, ... | Label: No Conflicts |
e0a870af-a267-4c5c-b8e4-b61f177fa737 | Clause:
This Agreement shall be governed by , and construed in accordance with, the laws of the State of Kan sas, and any court action commenced to enforce this Agreement shall have as it s sole and exclusive ve nue the County of Wichita , Kansas. In addition, the Executive and the Company waive any right he or it may ... | Label: Applicable Laws |
ab623c4c-6850-474c-8dd9-5193eec299f4 | Clause:
Licensee shall not assign this Agreement, except with the prior written consent of Licensor, which consent may be arbitrarily withheld.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Assignments |
687dbe7f-2506-49f3-b726-4fc04ca3240f | Clause:
Subject to the provisions of Sections 3 hereof, the shall vest as follows, provided that the Participant is continuously serving as a Director, 100% on the first anniversary of the Grant Date specified above. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.
Task: Classify... | Label: Vesting |
dda0b86f-3936-40d1-ad99-62296894884f | Clause:
The Credit Parties shall pay to Agent and each Lender all expenses (including, without limitation, the reasonable fees and expenses of any attorneys retained by Agent or any Lender) in connection with the preparation, negotiation, execution and delivery of this Waiver and any documents and instruments relating ... | Label: Fees |
f06debb1-4419-4414-8b11-70206fe61976 | Clause:
The captions in this Agreement are for convenience only, and in no way limit or amplify the provisions hereof. All Exhibits and Schedules attached hereto are by reference made a part hereof, and this Agreement governs in case of any conflict. This Agreement is severable, and the invalidity of any provision shal... | Label: Severability |
85032d8c-f7ef-4702-a56b-40fc970800c9 | Clause:
This Agreement may be executed by one or more of the parties on any number of separate counterparts, each of which shall constitute an original, but all of which taken together shall be deemed to constitute but one instrument. Delivery of an executed signature page to this Agreement by facsimile transmission s... | Label: Counterparts |
b801b497-a079-453e-8ef9-9ff50509dee7 | Clause:
This Consulting Agreement Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by ... | Label: Counterparts |
8745466f-6091-48dd-b86f-285afc3de094 | Clause:
As of the Effective Date, the Company has disclosed to the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Ma... | Label: Disclosures |
87c5dcdf-d650-4504-a23e-b05588bff237 | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the Members and the Parent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizati... | Label: Binding Effects |
f7bd2c3d-d2d1-459b-8692-3b2a0d26f44d | Clause:
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sal... | Label: Definitions |
bfcc85bc-759e-46fc-9982-ad14ec68d4df | Clause:
Executive shall disclose promptly to an officer or to attorneys of the Company in writing any idea, invention, work of authorship, whether patentable or un-patentable, copyrightable or un-copyrightable, including, but not limited to, any computer program, software, command structure, code, documentation, compou... | Label: Disclosures |
02eaf8c3-f343-4d19-9287-ed588d92800a | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any o... | Label: Counterparts |
a630c905-a0dc-473a-abc5-8adab9ac4be5 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY O... | Label: Waiver Of Jury Trials |
39e78d9e-21aa-44db-981a-7ddaa13ae39e | Clause:
Except as otherwise disclosed to Lender, there are no proceedings pending or, so far as Guarantor knows, threatened before any court or administrative agency which, if decided adversely to Guarantor, would materially adversely affect the financial condition of Guarantor or the authority of Guarantor to enter in... | Label: Litigations |
47a3ce80-a7cf-4b73-9021-391525ec87ac | Clause:
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO THE CONFLICTS OR C... | Label: Governing Laws |
09ff3265-6f90-4dc3-aafa-527f724245ff | Clause:
Any Proceeding seeking to obtain a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration in connection with this Agreement shall and may be brought in the Delaware Court of Chancery, or, where such court does not have jurisdiction, any state or federal court within the State of D... | Label: Consent To Jurisdiction |
844f1c1b-20e1-4794-a0d7-b509cceb2cdd | Clause:
The Company and the Subsidiaries have filed or caused to be filed all Federal and material state, local and foreign Tax returns which are required to be filed by them, and have paid or caused to be paid all material Taxes required to have been paid by them, other than (i) any Taxes or assessments the validity o... | Label: Taxes |
ffc25c23-4199-4fc4-960d-9d2b08551ba0 | Clause:
The parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each... | Label: Specific Performance |
7deae33d-f805-47c5-a7de-e8ca53ee778e | Clause:
Each provision of this agreement is severable and distinct from, and independent of, every other provision hereof. If one provision hereof is declared void, the remaining provisions shall remain in effect. Any provision of this agreement which is prohibited or unenforceable in any jurisdiction shall, as to such... | Label: Severability |
1a913e75-cb94-479b-8675-00fbd9274888 | Clause:
This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any otherwise applicable principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
Task: Classify this clause into ONE of these types (e... | Label: Governing Laws |
e9c40220-9379-43cb-80e9-002e7fb60d7b | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note, and the reservation for issuance and issuance of the Conversion Shares issuable up... | Label: No Conflicts |
3308e4a6-425c-4fc9-b9b2-98ed7be96d19 | Clause:
The initial term of this Agreement shall be for a three year period expiring on December 31, 2018; provided, however, that that the term of the Agreement shall automatically renew for successive one-year terms unless The Company shall have given Employee written notice at least six months before the end of the ... | Label: Terms |
6eb1a3a9-5633-43e3-9e17-6d48f15c6309 | Clause:
For and during each calendar year within the Employment Term, Employee shall be entitled to paid vacation plus Company recognized holidays in accordance with the Company’s vacation policy, as may be amended from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Vacations |
bfb7a4eb-dc8e-4c6e-93da-efb6282ea14a | Clause:
Payments of deferred compensation shall be made as provided in this Section A.7. Deferred compensation shall be paid bi-weekly for a period of ten years (the “Pay-Out Period”) commencing on the first Company payroll following the February following the year when the Executive separates from service (within the ... | Label: Payments |
22017b9a-ffa6-4082-b3dd-b242e6b0e1ce | Clause:
Each Issuer will maintain complete and accurate books and records with respect to the Collateral, and furnish to the Collateral Agent such reports relating to the Collateral as the Collateral Agent shall from time to time request. Each Issuer will give prompt notice in writing to the Collateral Agent of the occ... | Label: Records |
36e6a69d-bcca-4641-ac34-d97e231e0f21 | Clause:
All notices, requests, demands, and other communications (collectively, “Notices”) hereunder shall be in writing and delivered to the parties hereto by (a) hand-delivery, (b) established express delivery service that maintains delivery records, (c) certified or registered U.S. mail, postage prepaid, return rece... | Label: Notices |
e290846f-ae84-49ed-8db8-33f6c5d5af58 | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the Parties. Except as provided expressly herein or in a Joinder entered into in compliance with the terms hereof, no rights or obligations of any Party under this Agreement may be assigned or transferred to any other person or entity, and any p... | Label: Assignments |
ffb50fbf-2fbb-4566-8fe0-dda17b4b434c | Clause:
No written report, financial statement, certificate or other information furnished by or at the direction of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Docum... | Label: Disclosures |
8f4229a6-e5f0-4292-ae09-a176b425b936 | Clause:
Anything in this Notice of Award to the contrary notwithstanding, upon a Change in Control (as defined in the Plan) prior to the forfeiture of the Restricted Stock Units under paragraph 8, the Participant's Restricted Stock Units shall be fully vested and paid.
Task: Classify this clause into ONE of these type... | Label: Change In Control |
396a6aab-7dfc-436a-a873-cc3ba8c354ec | Clause:
The Company shall pay the Executive an annual rate of base salary of $275,000.00 in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s annual base salary may be increased from time to time by the Compensation Committee, but ma... | Label: Base Salary |
1ea4a076-f191-4d2a-9634-839e7869f46c | Clause:
The term of this Work Statement will commence upon the execution of this Work Statement by both Parties (the " Effective Date ") and continue until the earlier of: (a) the date on which the Services are completed; or (b) the Work Statement is otherwise terminated as provided in section 3 of the MSA.
Task: Clas... | Label: Terms |
fb7dc910-2cc3-4f40-b5f1-030963d57a00 | Clause:
All federal, state, local, and foreign Tax Returns required to be filed by or on behalf of Seller have been filed with the appropriate governmental agency and all jurisdictions in which such reports are required to be filed and all Taxes that have become due or payable pursuant to such Tax Returns or to any ass... | Label: Taxes |
1ccd7dbd-33e6-445c-8289-d2b0cfb75020 | Clause:
Upon Ex-Im Bank’s payment of a Claim to Lender in connection with the Loan Facility pursuant to the Master Guarantee Agreement, Ex-Im Bank may assume all rights and remedies of Lender under the Loan Documents and may enforce any such rights or remedies against Borrower, the Collateral and any Guarantors. Borrow... | Label: Indemnifications |
9bfa2c30-b0c1-408f-9307-04e59e4ee24c | Clause:
Mortgagor shall at all times comply with all of the terms, conditions and provisions imposed on Mortgagor under the Environmental Indemnity and indemnify, exonerate and save harmless Agent, and each of the Lenders and any other indemnified parties described in such environmental indemnity agreement.
Task: Clas... | Label: Indemnifications |
71228f0f-36be-4f39-a474-1ecf707b031b | Clause:
There is no action, suit, arbitration, investigation or proceeding pending against or, to the best of Buyer’s knowledge, threatened against or affecting any Purchased Asset before any court or arbitrator or any governmental body, agency or official.
Task: Classify this clause into ONE of these types (exactly o... | Label: Litigations |
66f67220-772f-4c7d-9e1d-8f6406d2a15f | Clause:
A Participant’s employment by the Company or any of its Affiliates shall terminate immediately (i) upon delivery to Participant of written notice of termination by the Company subject to any applicable cure period specified in this Plan, (ii) upon the Company’s receipt of written notice of termination by Partic... | Label: General |
369ac2bf-1d15-4d4d-82be-d8bc9b0bedfe | Clause:
Whenever used in this Plan document, the following capitalized terms shall have the meaning set forth below (unless otherwise indicated by the context), rather than any definition set forth in the Savings Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Defined Terms |
59d37497-5859-4704-97cc-aa5726034cd2 | Clause:
Each Purchaser and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person ha... | Label: Remedies |
560a45fe-0951-48b4-ba04-dc85552f3f74 | Clause:
The provisions of this Initial Payment Note shall be construed according to the internal substantive laws of the State of New York without regard to conflict of laws principles. If any provision of this Initial Payment Note is in conflict with any statute or rule of law of the State of New York or is otherwise ... | Label: Governing Laws |
299efee3-4a76-4712-8a00-587004467d42 | Clause:
All notices, requests, demands, or other communications under this Agreement shall be in writing and shall be deemed to be duly given by Employee only if provided to the Company’s Corporate Secretary, and shall be deemed to be duly given by the Company to Employee if provided by mail, email, mail or nationally ... | Label: Notices |
5e0deb3d-c193-4214-9ba8-1d995e1511f3 | Clause:
All Awards under the Plan shall be subject to applicable federal (including FICA), state, and local tax withholding requirements. The Company may require that the Participant or other person receiving or exercising Awards pay to the Company the amount of any federal, state, or local taxes that the Company is re... | Label: Withholdings |
94827aee-91c5-4743-b93d-29ec4486ecef | Clause:
The Company shall bear all fees and expenses attendant to registering the Registrable Securities (except any underwriters' discounts and commissions and fees of any of the Holders' own professionals, if any; it being understood that the Company shall not be obligated to pay the fees and expenses of Holder's cou... | Label: Expenses |
b898e322-d546-4072-86f1-d42122f52984 | Clause:
This Agreement constitutes the entire agreement of Issuer and SBA with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between Issuer and SBA with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly ... | Label: Entire Agreements |
16213597-a05a-44f1-8d0c-844a3ccbcba2 | Clause:
Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either Party, an action at law for damages or other remedies at law would be inadequate to protect the unique righ... | Label: Specific Performance |
ab464868-79d4-4fb0-91ad-eaf0de051299 | Clause:
The termination or expiration of this Agreement will not affect the rights or obligations of the parties hereunder arising out of, or relating to, circumstances occurring prior to the termination or expiration of this Agreement, which rights and obligations will survive the termination or expiration of this Agr... | Label: Survival |
8262dd6d-a72a-4ab7-ba75-63a8489d1e92 | Clause:
This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or pdf transmission shall be effective as ... | Label: Counterparts |
28e38329-966b-49f3-b7e5-5cb36ddb2f28 | Clause:
This Note shall be governed and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction o... | Label: Governing Laws |
c6849203-2726-4134-8e42-fbc26072ca34 | Clause:
The 2016-3 Lease Agreement requires the Lessee thereunder to maintain (a) physical damage and liability insurance covering the related 2016-3 Leased Vehicle, and (b) insurance against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision c... | Label: Insurances |
56d0c42a-274d-4390-b698-58e3cb640443 | Clause:
Other than actions described in the most recent SEC Report, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, a... | Label: Litigations |
00dd0437-a9f0-484a-9847-ac2b7e54bcc0 | Clause:
This Agreement may be executed electronically, and in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when taken together, shall constitute but one and the same agreement.
Task: Classify th... | Label: Counterparts |
20d01cba-e9d3-4323-b7a0-189a13625ae6 | Clause:
The Loan Parties will, and will cause each of their Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including, without limitation, all Environmental Laws, ERISA, Health Care Laws and OSHA, except where the failur... | Label: Compliance With Laws |
23dbe6c3-7a64-4fc2-ad0c-08b7dc874612 | Clause:
This Agreement shall become effective on the Closing Date and, subject to Section 12.8 , shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right t... | Label: Terms |
01698106-cdec-446a-bf1c-e2e7b95317f3 | Clause:
The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto sha... | Label: Governing Laws |
003975d1-0927-4183-951b-97a43e6492e6 | Clause:
The Parties acknowledge that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered by the non-breaching Party in the event this Agreement is breached. Therefore, each Party agrees that the non-breaching Party may ... | Label: Specific Performance |
edf0fea1-d49e-4769-9bde-598225777f75 | Clause:
Within ten (10) Business Days after Landlord’s request (but no more often than once each year), Tenant shall deliver to Landlord (and any prospective purchaser or Encumbrancer of the Building) the then current financial statements of Tenant (including a balance sheet and profit and loss statement for the most r... | Label: Financial Statements |
0190765b-9dac-4cce-aa49-2a104f868b7c | Clause:
Effective as of the Effective Date, the Company shall employ Executive for the period and in the position set forth in this Section 1 , and subject to the other terms and conditions herein provided.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: General |
220efcb5-c895-4d76-aea0-6cf66d46f8de | Clause:
During the Pre-Closing Period, the Sellers shall maintain in full force and effect each of the insurance policies listed on Schedule 3.16 until the expiration of their respective existing terms and, if a term of any policy ends during the Pre-Closing Period, to cause such policy to be extended or replaced to ma... | Label: Insurances |
e8e8edc8-d2e5-4a3d-b33d-e1e894d32614 | Clause:
The Information Memorandum (including the exhibits thereto) and the Lender meeting slide presentation dated June 9, 2016, furnished by or on behalf of the Borrower to the Administrative Agent and Lenders in connection with the negotiation of this Agreement (as modified or supplemented by other information so fu... | Label: Disclosures |
03b3b4c9-e144-4fcd-bee4-ae771b5bfd0b | Clause:
In no event shall the termination of the Executive’s employment by the Company or any such termination by the Executive pursuant to this Agreement release any claim by the Executive for indemnification that he is otherwise entitled to under any director or officer’s insurance policy or any articles, bylaws or o... | Label: Insurances |
2fb04cc5-f20e-453d-bf42-9b20019d5aef | Clause:
During the Term of Advisor’s Agreement, the Advisor shall be entitled to be paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time hereafter with respect to other key Advisors of the Company and its subsidiaries; p... | Label: Vacations |
75fa1f71-f0dc-4f6c-b160-f2e8c27e9a16 | Clause:
If either Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching Party may terminate this Agreement on written notice at any time following the end of such thirty (30) day cure period... | Label: Terminations |
2a7a4e7f-f64f-40c7-b42c-3b20f6bceebb | Clause:
Unless otherwise defined in this Amendment, defined terms shall have the meanings ascribed to them in the Lease Agreement.
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: Defined Terms |
3eeff0bf-9cdc-49b7-ab4f-ac7f1324ca4b | Clause:
This Agreement (including the Exhibits hereto) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.
Task: Classi... | Label: Entire Agreements |
738025c5-46e0-4154-b6ea-7091e52a232f | Clause:
Each Party hereto shall be responsible for and shall bear all of its own costs and expenses incurred in connection with the proposed Transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Costs |
02f48249-5637-47c1-85f9-f57f83f3479c | Clause:
Each Eligible Employee is solely liable for any taxes due in regards to payments under this Plan, including but not limited to, federal, state, local, social security, foreign and excise taxes under Internal Revenue Code Section 409A if for any reason the Internal Revenue Service determines that amounts payable... | Label: Taxes |
cd7aa97d-2e83-4d7d-83a5-258edbd472cd | Clause:
The Company shall pay the Executive an annual rate of base salary of $360,000 which shall accrue commencing as of the Effective Date and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing; and thereafter payable in periodic installments in accordanc... | Label: Base Salary |
8da9a093-55df-41c7-8d03-5a0a02207dc3 | Clause:
Company confirms that neither it nor any other person or entity acting on its behalf has provided JGB or its counsel with any information that constitutes or might constitute material, nonpublic information. The Company will disclose the material terms of this Agreement and the transactions contemplated hereby ... | Label: Disclosures |
cd99b988-5ace-4d37-bf99-1a0fbe770001 | Clause:
To the extent any provision contained herein creates impermissible discretion under Section 162(m) of the Code, such provision will be of no force or effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Miscellaneous |
7a2c53a9-6b88-49fc-845a-0e2aead7d9ae | Clause:
The provisions of this Article 9 shall survive Final Completion and the expiration of the term of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Survival |
637ae099-3aa2-41fb-a99d-1814a62a8b46 | Clause:
Manager shall cooperate with Owner’s accountants, auditors and other representatives in regard to and assist in facilitating audits and periodic inspections of the Books and Records (as defined in Section 6.1 ) and all other accounting documentation of Owner and Manager relating to the Property, and shall coope... | Label: Taxes |
f53e900d-f402-4fc7-86f5-bae02322dafe | Clause:
Provided that Executive fulfills his obligations as set forth in this Agreement, the Company shall pay to Executive the Severance Benefits payable to him in accordance with the applicable terms of Section 4 of the Executive Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Benefits |
32bb1b4f-53c6-40e3-b8cc-cafcbd614d46 | Clause:
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, that neither this Agreement nor the Plan shall supersede any... | Label: Entire Agreements |
1165d6d8-0325-4fc7-9dc6-be23de9cd619 | Clause:
The proceeds of the Revolving Loans and any Incremental Term Loans made pursuant to Section 2.09(d) will be used only for general corporate purposes, including working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes. No part of the proceeds of any Loan will be used, whe... | Label: Use Of Proceeds |
73a057ec-85a9-4458-85ed-80677b8e7cbb | Clause:
Promptly after the execution of this Agreement, the Company will issue a mutually agreeable press release substantially in the form attached hereto as Schedule B .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Publicity |
c6760578-8302-4413-8885-f056ccb6f48d | Clause:
The proceeds of the Loans made on the Restatement Effective Date shall be applied by the Borrower (a) to prepay in full all of the Existing Term Loans and (b) to pay fees and expenses incurred in connection with the Transactions. No portion of the proceeds of any Loan shall be used in any manner that causes or ... | Label: Use Of Proceeds |
bfea0e2b-ab28-4d95-835a-a7676829033e | Clause:
Borrower shall promptly execute and deliver, or cause to be executed and delivered, all such other documents, agreements and instruments reasonably requested by Lender to (1) further evidence and more fully describe the Collateral; (2) correct any defects in the execution of the Loan Documents or omissions or e... | Label: Further Assurances |
ff37071c-2dc7-4048-a69b-5de47cf7167d | Clause:
The Borrower and its Subsidiaries (on a consolidated basis) are Solvent.
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, Bene... | Label: Solvency |
08012ea8-1481-4f21-b7ae-dff8ca073a91 | Clause:
The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i... | Label: Arbitration |
71034563-fedc-4156-8fa6-4d9f160e0942 | Clause:
Upon any acceleration of the Loans pursuant to this Section 8.02 , the Lender, in addition to all other rights and remedies under this Agreement or otherwise, shall have all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulati... | Label: Remedies |
f1fcc3f0-fc20-48bc-aa96-3898791a5e17 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or email image), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types... | Label: Counterparts |
81a6a36f-8572-493d-91b1-60d727160c39 | Clause:
To the extent applicable, such Commitment Party has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver this Agreement and each other Transaction Agreement to which such Commitment Party is a party and to perform its obligations hereunder and thereunder and has taken al... | Label: Authority |
8c6b585e-8b26-41bd-8038-8272cc2477ef | Clause:
Sellers and Buyer acknowledge each to the other that both they and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, any C... | Label: Interpretations |
5c049d8e-55f8-479e-ac5f-efcdcf288ebe | Clause:
This contract shall be construed under and be governed in all respects by the laws of the State of Florida, without giving effect to such state’s conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
1f2a4431-f937-4514-96e0-4ffbb282cbea | Clause:
Nexus has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively the “ Agreements ”) to perform its obligations hereunder and to cons... | Label: Authorizations |
edf3c75e-e897-4e0f-8d05-45f7e296d9fb | Clause:
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH, INCLUDING THE COMPANY AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Waiver Of Jury Trials |
61bc03f2-068d-4af8-aca9-1ef23c4f1c4e | Clause:
This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreement or understanding relating to the subject matter hereof. This Agreement may not be superseded amended, supplemented or otherwise modified except by a writing signed by the Director a... | Label: Integration |
fa541733-9215-4056-9c56-a3034dd5c5d9 | Clause:
This Agreement together with the Indemnification Agreement (as described in Paragraph 5B above) and Release sets forth the entire and final agreement and understanding of the parties and contains all of the agreements made between the parties with respect to the subject matter hereof. This Agreement supersedes ... | Label: Entire Agreements |
f76e2d0e-d249-45c2-8ae2-714bc73b3312 | Clause:
Each Loan Party and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business... | Label: Compliance With Laws |
1a412880-7cf6-42bf-804d-dea89fca1e66 | Clause:
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under any Legal Requirements, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition ... | Label: Severability |
a3bb6860-9a53-4e67-b845-900e08fa4bd8 | Clause:
In the event the Company or a Participant institutes litigation to enforce or protect its rights under an Award Agreement or the Plan, the party prevailing in any such litigation shall be paid by the non-prevailing party, in addition to all other relief, all reasonable attorneys’ fees, out-of-pocket costs and d... | Label: Enforcements |
6e915af1-1ba3-404c-8693-079987f0b2fe | Clause:
This Agreement and the other Credit Documents to which it is a party constitute the legal, valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights gen... | Label: Binding Effects |
5abd0f5f-3968-4b42-a275-603165771b7f | Clause:
When financing statements in the appropriate form are filed in the offices specified on Schedule 4.01 to the Security Agreement, (i) the Grant of Security Interest in Patents, substantially in the form of Exhibit A to the Security Agreement, and the Grant of Security Interest in Trademarks, substantially in the... | Label: Intellectual Property |
e34c64ef-76f0-4a6e-b179-e8a21cd76e43 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of, 100,000,000 shares of the Common Stock, par value $.00001 per share, of which 46,585,814 were issued and outstanding as of June 23, 2016. All of such outstanding shares have been, or upon issuance will be, validly issued and are ful... | Label: Capitalization |
93f5f4f2-3bac-48ea-a384-86d4115bf35e | Clause:
For purposes of this Agreement, and except as otherwise provided herein, “expenses” include all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with either the in... | Label: Expenses |
3268d6e2-671e-41f3-8798-ab82d97a4276 | Clause:
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby ... | Label: Severability |
7435cabf-7ba5-4408-aeb6-52b7a7db24d2 | Clause:
Subject to the terms hereof, in the event of a stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, exchange of shares, sale of assets or subsidiaries, combination, or other corporate transaction that affects ... | Label: Adjustments |
156b9131-f4ce-444e-90ce-524500950f0f | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
79b2aed1-82e2-401c-b652-b7e2c8f83a0a | Clause:
This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to any rules governing conflicts of laws.
Task: Classify this clause into ONE of these types (e... | Label: Applicable Laws |
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