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37188f8b-6b08-4bfd-a0a0-860ace840f93
Clause: Grantor warrants and agrees that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adver...
Label: Consents
4fed0c2c-3532-4dc5-9a42-1f6bf74a4590
Clause: The Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval under the Code or under any other applicable law or rule...
Label: Amendments
f77e5840-4ff9-4508-a363-f78c1fd33340
Clause: Optionee expressly agrees that the Company will be irreparably damaged if the provisions of this Option Agreement and the Plan are not specifically enforced. Upon a breach or threatened breach of the terms, covenants and/or conditions of this Option Agreement or the Plan by the Optionee, the Company will, in ad...
Label: Specific Performance
811d0348-2950-452f-b048-9c367f8cac37
Clause: Executive understands and agrees that as of the Transition Period Commencement Date he shall not make any false, disparaging or derogatory statements to any media outlet, industry group, financial institution or current or former employee, consultant, client, customer of the Company or other person or entity re...
Label: Non-Disparagement
e21597bf-29d1-49ac-946e-11138694e01c
Clause: In addition to their other obligations under this Agreement, the Borrowers hereby agree to protect, indemnify, pay and hold the LC Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable counsel fees and disbursements) that th...
Label: Indemnifications
008f66c0-5fa9-41c4-aec1-da4e155430f1
Clause: Each Borrower shall keep accurate and complete records, in all material respects, of its Accounts, including all payments and collections thereon, and shall submit to Lender sales, collection, reconciliation and other reports in form satisfactory to Lender, on such periodic basis as Lender may request in the ex...
Label: Records
06a007fd-1b88-468b-b256-0ed0c1d0b27e
Clause: Venaxis has made available to Biomark (a) a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers' compensation, vehicular, fiduciary liability and other casualty and property insurance maintained by Venaxis or it...
Label: Insurances
ee527a93-e465-498a-abce-7f24b0cbf8fc
Clause: Articles IV, VI and VIII and Sections 3.7, 5.3, 5.4, 5.5, 7.5, 9.1, 9.2, 9.4, 9.9, 9.10 and 9.12 hereof (and related definitions) shall survive the expiration or termination of this Agreement for any reason.  In addition, any other provision required to interpret and enforce the Parties’ rights and obligations ...
Label: Survival
771bfced-e6b8-40c5-81b3-aebe6bad9654
Clause: The Company has been duly incorporated, is validly existing and in good standing as a corporation under the laws of the State of Delaware and is duly qualified to do business and in good standing as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of it...
Label: Existence
4c32eb69-8606-4450-b452-e83a550c0a4f
Clause: The Borrower will, and will cause each of its Subsidiaries to, comply with all material 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 Materia...
Label: Compliance With Laws
24aeda00-4b9b-4cf1-87d8-0e0ad0a98c1d
Clause: Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned (other than by operation of law), in whole or in part, by a party without the prior written consent of the other party. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreement...
Label: Assignments
f182e7e1-2131-4171-a65e-1209cb33ecb8
Clause: Each Borrower will use the proceeds of the Loans only as provided in Section 8.08 . 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 S...
Label: Use Of Proceeds
d1b2b945-54fb-44ad-9651-0f80b979d113
Clause: As of the date hereof, you will serve as Chief Financial Officer (or such other position as may be assigned by the President of the Company (the “ President ”), the Chief Executive Officer of the Company (“ CEO ”) or the Board of Directors of the Company (the “ Board ”)). You will have the duties and authority ...
Label: Positions
86ad98e9-cb81-44ad-96bc-adf6aa3bfda2
Clause: This Consent shall be a contract made under and governed by the internal laws of the State of New York. The choice of law and venue and jury trial waiver provisions set forth in Section 12 of the Credit Agreement are incorporated herein by reference and shall apply in all respects to this Consent. Task: Classi...
Label: Governing Laws
e39ed715-a841-40dd-9712-035e5f26831c
Clause: All costs and expenses incurred in connection with this Agreement and the obligations hereunder shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated by the Merger Agreement are consummated. Task: Classify this clause into ONE of these types (exactly one lab...
Label: Expenses
5291d83a-72ed-4cc8-a446-b6b1fc9fa562
Clause: Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 21, 2016, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Gr...
Label: Definitions
dc4c3602-ec5b-4389-a9ea-fda88c57fbca
Clause: The Company has employed Employee, and the Company hereby continues to employ Employee and Employee hereby accepts such employment upon the terms and conditions set forth in this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corrupt...
Label: Employment
7ecba930-43fe-4074-b96e-742713c18c3e
Clause: Promptly upon any officer of Borrower obtaining knowledge of any condition or event that constitutes an Event of Default, Borrower shall notify Lender of such Event of Default. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, App...
Label: Notices
3d06c83b-8713-4ca2-a8a1-4a2fc0264ffa
Clause: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad...
Label: Successors
e95a351f-1326-471d-8095-714738096c60
Clause: Each Credit Party agrees to indemnify the Administrative Agent, each LC Issuer, each Lender (including, for the avoidance of doubt, any Lender that has assigned its interests hereunder), and their respective Related Parties (collectively, the “ Indemnitees ”) from and hold each of them harmless against any and ...
Label: Indemnifications
2c59a781-617e-4024-b3eb-0bfb69e551b8
Clause: Subject to Section 5.13 of the Notes Collateral Agreement, upon the Termination Date, the security interest granted herein shall terminate and the Notes Collateral Agent shall execute, acknowledge, and deliver to the Grantors all instruments in writing in recordable form to evidence and release the collateral p...
Label: Terminations
4799377b-4b26-4f19-aa76-4ab1d3aaf3d8
Clause: The Company and the Holder each expressly acknowledges and agrees that (i) this Section 24 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“ CPLR ”) and that the Holder is auth...
Label: Miscellaneous
369ded1b-09c1-4a51-9eec-00d8340d758e
Clause: If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the rema...
Label: Severability
15b9a565-988b-433b-a790-ee50f0a16bb9
Clause: The Executive will be entitled to the number of weeks of vacation each fiscal year equal to that of other executive officers of DeVry Group. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration...
Label: Vacations
e38386ae-d83a-45bb-a585-52e58e244367
Clause: This Agreement, the 299 Investment Agreement, the Acquisition Agreement and the Confidentiality Agreements shall constitute the entire understanding among the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to su...
Label: Entire Agreements
92f1b973-6a41-42e2-8c92-549f4ecff49a
Clause: Section 3.01(y) of the Company Disclosure Letter contains an accurate and complete list of all Intellectual Property owned (in whole or in part), licensed to any extent or used or anticipated to be used in and material to the conduct of the business as currently conducted or proposed to be conducted, whether in...
Label: Intellectual Property
72aa4531-daab-497c-a536-2cd20cc708fd
Clause: Each Member hereto shall bear its own expenses, including the fees of any attorneys, accountants, investment bankers or others engaged by such Member, incurred in connection with this Agreement and the transactions contemplated hereby except as otherwise expressly provided herein. Task: Classify this clause in...
Label: Expenses
78653078-a869-4e30-9172-0c88926207fd
Clause: Subject to the satisfaction of the closing conditions set forth in Section 7, the closing (the “ Closing ”), with respect to the transaction contemplated in Section 2 hereof, shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111...
Label: Closings
dbe008d3-9ef1-4974-b723-9ef8a91884c3
Clause: This Agreement sets forth an agreement between the Company and Dr. Mark Hochman only with respect to consulting services to be provided and that is herein specified with the Company and supersedes any other oral or written agreement and or understanding relating only to consulting services. This consulting agre...
Label: Agreements
b127430f-8cf7-4083-be81-1a0c4874661a
Clause: Debtor shall pay all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) in connection with (a) the drafting and execution of the Loan Documents and the transactions contemplated therein, (b) any action required in the course of administration of the indebtedness and obliga...
Label: Expenses
4af24235-0ae0-42c2-a358-e0766cedf8b8
Clause: (i)   Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except to the extent that the failure to so comply would not be reasonably likely to have a Material ...
Label: Compliance With Laws
e823449c-afac-4e5c-91a6-7bdfe17dab2b
Clause: Each Loan Party hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this First Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this First Amendment, (c) the representations and ...
Label: Representations
029334a7-d4ee-4e51-92b2-8dfd8c8e8ece
Clause: This Agreement shall be binding upon each Borrower, the Banks and the Agent and their respective successors and permitted assigns, and shall inure to the benefit of each Borrower, the Banks and the Agent and the successors and permitted assigns of the Banks. No Borrower shall assign its rights or duties hereund...
Label: Successors
83880f0b-43bb-404b-9bd5-21a3653b1244
Clause: Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any Party without the prior written consent of the other Party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, e...
Label: Assignments
076c331e-30b7-4376-a0cd-2e3855b70c0e
Clause: The RSUs shall become vested on the dates set forth on the final page of this Agreement, subject to Participant’s continued employment with CEC or one of its Subsidiaries (except as otherwise provided herein or in the Employment Agreement). Upon vesting and settlement, the RSUs shall no longer be subject to the...
Label: Vesting
d0e2a0d4-138c-4500-a7fc-ee60bea5bb3e
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
68b80f3b-8be3-4d85-a98e-70cce57761e5
Clause: All notices, demands, requests, consents or other communications required or permitted to be given or made under this Agreement must be in writing and signed by the party giving the same and are deemed given or made (a) two (2) days after being mailed by certified or registered mail, postage prepaid, (b) when t...
Label: Notices
f9906f98-46c1-4962-8c42-ea876ba8a2ec
Clause: The Committee shall develop a reasonable claims procedure. 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: General
355c9b54-9311-4c6e-a29c-ca51bcc752d5
Clause: DanDrit does not own any capital stock or have any interest of any kind whatsoever in any corporation, partnership, or other form of business organization, except for the ownership of its 97%-owned subsidiary DanDrit Biotech A/S. Task: Classify this clause into ONE of these types (exactly one label): Adjustmen...
Label: Subsidiaries
d250a4c7-85f6-4edd-a0e8-ca346746d5e6
Clause: As of the Effective Date, neither (a) the Information Memorandum nor (b) any of the other reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party to any Administrative Agent or any Lender in connection with the negotiation of any Loan Document or deli...
Label: Disclosures
8a5f8b78-6f71-4dd2-8d2e-44dee16d9a9b
Clause: The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any pa...
Label: Construction
c8918a18-2053-458e-8fa0-6549b9091a0d
Clause: The termination of Consultant’s engagement hereunder shall not affect the enforceability of Sections 6 or 7. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit...
Label: Survival
a47561f7-deb8-458d-b040-36e45379e947
Clause: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a Defaulting Lender or a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of ...
Label: Participations
112144f3-726c-48b4-b50a-6085653f8080
Clause: Except as to matters of federal law and the provisions of Section II hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. Task: Classify this clause into ONE of these types (exactly one label): Adjustments...
Label: Governing Laws
3e747a13-a910-40b9-b354-4ae12fb420c4
Clause: Customer agrees to maintain at all times during the term of this Agreement: (i) Workers’ Compensation Insurance as prescribed by applicable laws of the state(s) with jurisdiction over each of Customer’s employees; and (ii) Commercial General Liability Insurance with a per-occurrence limit of not less than One M...
Label: Insurances
756900f3-305a-4e7b-abdc-24d789756f9e
Clause: Beginning on the Effective Date, the Company agrees to pay the Executive a base salary at the annual rate of Two Hundred Ninety-five Thousand Dollars ($295,000). All salary, bonus, or other compensation payable to the Executive shall be subject to the customary withholding, FICA, medical and other tax and other...
Label: Base Salary
f0dd43fe-ccb1-48dc-b43b-1db6c92d2e9e
Clause: Except as set forth on Section 4.10 of the Company Disclosure Schedules, there are no Actions pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or Owned Real Property, whether at law or in equity, whether civil or criminal in nature, by or before...
Label: Litigations
2d44da5e-3eda-4819-9857-624e746ab194
Clause: The compensation and benefits specified in this Section 3 and in Section 5 of this Agreement shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to Executive specified in this Section 3 and in Section 5 of this Agreement (i) shall be made in accordance with ...
Label: Payments
b98a251c-5ef9-4028-89c2-f9dcc4ff3b59
Clause: Each Lender agrees that (i) any action taken by the Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by such Agent in reliance upon the instructions of Required Lenders (or, where ...
Label: Binding Effects
3ee2dfba-7b06-4e01-b106-b43beb52b436
Clause: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but...
Label: Counterparts
c884bd15-fb67-415a-bc54-a3e623bcd3fb
Clause: The representations and warranties made in this Agreement by WPPI and CWI shall not merge into any instrument delivered at the Closing but shall survive Closing for a period of twelve (12) months (the “Survival Period”). Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agree...
Label: Survival
6046446f-16c0-49dd-8822-2caba789b7bc
Clause: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and documentation in accordance with Section 2.16(f); provided that (A)only one (1) such fee shall be payable in respect of simultaneous ass...
Label: Assignments
93e66104-18fd-4663-b390-f0743ff3a97b
Clause: The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby and thereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its right...
Label: Successors
a643699a-1e2a-4df2-8f26-f04f30550f63
Clause: This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.  Delivery of an executed counterpart of...
Label: Counterparts
b3cf75e9-b9f2-44a1-a721-c6f1fe8fd7f9
Clause: This Agreement may be executed in one or more counterparts, including by facsimile signature, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Task: Classify this clause into ONE of these types ...
Label: Counterparts
6ccfcc23-c627-49ee-ac1a-675818785930
Clause: If Landlord shall institute proceedings against Tenant and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any other covenant, condition or agreement herein contained, nor of any of Landlord’s rights hereunder. No waiver by Landlord of any breach shall operate as a wa...
Label: No Waivers
5bea3d62-ee5a-47cc-8ba7-208b40561343
Clause: The Servicer will deliver each notice or certificate received by it or delivered by it under the Servicing Agreement relating to this Supplement or the 2016-A Reference Pool to the Issuer, the Indenture Trustee and the Administrator within five Business Days of receipt or delivery by the Servicer. Task: Classi...
Label: Notices
947508e1-a0c9-4ef9-b56a-7dc839eaf99a
Clause: Promptly after an Authorized Officer of the Borrower obtains actual knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respe...
Label: Litigations
412e6281-0089-4f17-8098-c1409753096d
Clause: If any term, provision, covenant or restriction of this Agreement (including the Waiver and General Release) is held by a court of competent jurisdiction or other tribunal to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in f...
Label: Severability
838a9d90-b514-4be8-908e-a4da55a041f8
Clause: On and as of the Closing Date, the Borrower has no Subsidiaries. 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, Bi...
Label: Subsidiaries
038145e1-4fb5-4d5b-8f28-3a5104a3cf7f
Clause: Cash Collateral (or the appropriate portion thereof) provided to reduce any L/C Issuer’s Fronting Exposure or other obligations shall be released promptly following, and to the extent of, (i) the elimination or reduction of the applicable Fronting Exposure or other obligations giving rise thereto (including by ...
Label: Releases
a39d807a-2529-4c2d-8ee7-6f9c9bc96d85
Clause: The Company or an Affiliate, as applicable, shall have the power and the right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to an Award granted under the Plan. Task: Classify this clause into ONE of these types (ex...
Label: Tax Withholdings
a6b0fb45-38a4-4053-a3eb-b9b46b279a12
Clause: All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon, each Loan Party, each oth...
Label: Taxes
8bb8d287-7cab-42aa-a10d-01b9d4302087
Clause: All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the ...
Label: Warranties
7c235e89-f529-46cd-a1ee-fe76dad17a85
Clause: Section 10.12 of the Credit Agreement is incorporated herein, mutatis mutandis , as if a part hereof. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth...
Label: Severability
a40ad6e9-7980-46eb-bd61-0f57b0b058fc
Clause: At all times prior to the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Debtors and the Backstop Participants shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to review and comment upon such release) ...
Label: Publicity
52a8fcf0-e691-4175-aec7-e5f7f6cdfe8d
Clause: Lessee shall reimburse Lessor for Lessor’s reasonable costs and expenses incurred in conjunction with the processing and documentation of any Transfer, including reasonable attorneys’, architects’, engineers’ or other consultants’ fees whether or not such Transfer is actually consummated. Task: Classify this c...
Label: Costs
b76f4438-2231-4cd7-b84b-d2bd43f693cd
Clause: From the Effective Date, the Executive will be entitled to receive a base salary (“ Base Salary” ) at a rate of US$550,000 per annum, payable in accordance with the Company’s payroll practices and applicable law. If the rate of Base Salary per annum paid to Executive is increased during the Term of Employment, ...
Label: Base Salary
e99bbdf1-3965-4aa1-8b22-0e228d261351
Clause: In addition to the defined terms set forth throughout this Employment Agreement, the capitalized terms set forth on Appendix B shall have the respective meanings set forth thereon and are incorporated by reference into this Employment Agreement. Task: Classify this clause into ONE of these types (exactly one l...
Label: Definitions
97fd429f-38ba-4431-a110-ffa4efb715fb
Clause: At the Closing, the Company shall reimburse Buyer in an amount not to exceed $3,000.00 for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith ("Documents"), including, wit...
Label: Expenses
1f38e9fb-ff34-48a4-a6a7-f288452b7e9b
Clause: Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid, with return receipt requested. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments,...
Label: Notices
d78a1bd3-261c-48b1-8bc4-dfb5a6ae273d
Clause: Airborne Global and each Airborne Global Provider agrees to cooperate as reasonably requested at their respective expense with Amazon loss prevention and investigative personnel in the conduct of investigations and preparation of reports related to loss, damage, fraud, shrinkage, mis-delivery, theft and other m...
Label: Cooperation
d553d3f4-4a3a-43a6-9768-1635eba7fa48
Clause: Schedule 3.07 sets forth (i) each Group Member and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options,...
Label: Subsidiaries
caba5f32-41d4-4265-ad6c-1761c5c80095
Clause: The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Incentive Stock Option Agreement, shall pay all original issue taxes with respect to the issue of shares pursuant hereto and...
Label: General
89ec6963-423f-46b7-9bf1-a0cd31336cf8
Clause: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party shall assign or otherwise transfer any of its rights or obligations hereunder without the ...
Label: Successors
bb996ec1-6c0c-46ff-873e-0d4f58d8abca
Clause: Except as otherwise expressly provided herein, each party hereto shall bear its own costs and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Transactions. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-C...
Label: Expenses
cb3dfbbc-7790-4a15-95cc-fd13f171f186
Clause: All communications and notices hereunder (including communications and notices to the Collateral Agent) shall (except as otherwise permitted or provided herein) be in writing and given as provided in Section 10.01 of the Term Loan Agreement. All communications and notices hereunder to any Subsidiary Loan Party ...
Label: Notices
8152d81f-8800-4fff-a652-c0d6f935d9bf
Clause: This Amendment shall be construed and interpreted in accordance with the rules of construction set forth in Sections 1.02 , 1.03 , 1.04 and 1.08 of the Credit Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable...
Label: Interpretations
678ad3f2-b77b-4fc8-a394-6625baf6917e
Clause: Should any legal claim (other than those excepted below) arising out of or in any way relating to this Agreement or Executive's employment or the termination of Executive's employment not be resolved by negotiation or mediation, it shall be subject to binding and final arbitration in Rock Hill, South Carolina, ...
Label: Arbitration
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Clause: The Property Manager shall promptly handle complaints and requests from tenants, concessionaires and licensees. The Property Manager shall notify the Company promptly of: (A) any notice received by the Property Manager or known to the Property Manager of violation of any governmental requirements (and make reco...
Label: Notices
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Clause: This Agreement contains the complete understanding between the Parties as to the subject matter contained herein, and no other promises or agreements shall be binding unless signed by both an authorized representative of the Employer and Employee. In signing this Agreement, the Parties are not relying on any fa...
Label: Entire Agreements
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Clause: This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Stockholders, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in ...
Label: Assignments
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Clause: The effective date of your new position will be July 21, 2015. 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, Bind...
Label: Effective Dates
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Clause: The Notes, including this Note, may be amended, modified, or supplemented, and waivers or consents to departures from the provisions thereof may be given, if the Maker and the holders of an aggregate majority of the Principal Amount of the Notes then outstanding consent to the amendment; provided, however, that...
Label: Amendments
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Clause: In the event that any dividend or other distribution (whether in the form of cash, stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or e...
Label: Adjustments
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Clause: You will be eligible to participate in the Company’s employee benefits plans and programs generally available to similarly situated employees at the Company, subject to the eligibility requirements, terms and conditions of such plans and programs. You agree, however, that you will continue to contribute to the ...
Label: Benefits
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Clause: Unless otherwise defined herein or the context otherwise requires, terms used in this First Amendment, including its preamble and recitals , have the meanings provided in the Loan Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corrup...
Label: Definitions
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Clause: Except in the case of the Mandatory Forum Selection Clause in Section 5.4 above, which clause shall be governed and interpreted in accordance with Florida law, this Agreement shall be delivered and accepted in and shall be deemed to be a contract made under and governed by the internal laws of the State of Neva...
Label: Governing Laws
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Clause: The provisions of this Agreement and the documents attached as exhibits hereto contain the entire agreement among the Parties hereto with respect to the subject transactions contemplated thereby and supersede all prior oral and written agreements and memoranda and undertakings among the Parties hereto with rega...
Label: Entire Agreements
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Clause: The " Term " of this Master Lease is the Initial Term plus all Renewal Terms, to the extent exercised.  The initial term of this Master Lease (the " Initial Term ") shall commence on November 1, 2013 (the " Commencement Date ") and end on October 31, 2028, subject to renewal as set forth in Section 1.4 below. ...
Label: Terms
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Clause: Owner and Manager shall use their respective commercially reasonable efforts to prevent any liens from being filed against the Property as the result of any maintenance, repairs, alterations, improvements, renewals or replacements in, to or of the Property. Both Parties shall cooperate fully in obtaining the re...
Label: Liens
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Clause: The Award Notice to which this Award Agreement is a part may be executed in multiple counterparts, including by electronic or facsimile signature, each of which shall be deemed in original but all of which together shall constitute one and the same instrument. Task: Classify this clause into ONE of these types...
Label: Counterparts
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Clause: Invoices shall be sent in accordance with Section 26. 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 Effec...
Label: Notices
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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
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Clause: None of the execution and delivery by Holdings and the Borrower of this Agreement and by each Loan Party of each other Loan Document to which such Loan Party is a party, the consummation by such Loan Party of the Transactions or performance by the Loan Parties of or compliance by the Loan Parties with the terms...
Label: No Conflicts
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Clause: The December 31, 2015 financial statements of the Company and its Consolidated Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the financial condition of the Company ...
Label: Financial Statements
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Clause: This Agreement shall be deemed to be effective as of the date when this Agreement has been signed by the Indemnitee and an authorized officer or director of the Company. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable...
Label: Effectiveness
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Clause: This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles which would result in the application of the laws of another jurisdiction. No modification of this Agreement will be effective unless in writing and executed by the...
Label: Miscellaneous
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Clause: The capitalization of the Company is as set forth on Schedule 3.1(g) . Except as described on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stoc...
Label: Capitalization
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Clause: At the end of the Term or any early expiration of this Lease, Lessee agrees to cooperate with Lessor in the transfer of the financial responsibility and operations of the Facility to a new operator or operators, including the good faith negotiation, execution, and delivery of such operations transfer agreements...
Label: Cooperation