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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 adversely affect rights which Grantor otherwise may have against any other Person, Secured Party or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or Law. If any of the waivers or consents herein are determined to be contrary to any applicable Law or public policy, such waivers and consents shall be effective to the maximum extent permitted by Law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 of any stock exchange which lists Common Stock or Company Voting Securities. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 addition to all other remedies, be entitled to a temporary or permanent injunction, without showing any actual damage, and/or decree for specific performance, in accordance with the provisions hereof and thereof. The Administrator has the power to determine what constitutes a breach or threatened breach of this Option Agreement or the Plan. The Administrator’s determinations will be final and conclusive and binding upon the Optionee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs and financial condition. The Company agrees as of the Transition Period Commencement Date to refrain from making any disparaging statements about Executive. Executive understands that the Company’s obligations under this paragraph extend only to the Company’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or director of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 the LC Issuer may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the LC Issuer to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “ Government Acts ”). As between the Borrowers and the LC Issuer, the Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. In the absence of gross negligence or willful misconduct, the LC Issuer shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (G) any consequences arising from causes beyond the control of the LC Issuer, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the LC Issuer’s rights or powers hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 exercise of its good faith credit judgment. Each Borrower shall also provide to Lender, on or before the 15th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Lender may reasonably request; provided however , during any Trigger Period, Borrowers shall deliver such information biweekly to Lender. If Accounts in an aggregate face amount of $25,000 or more cease to be Eligible Accounts (and such Accounts were reflected as Eligible Accounts on the most recently delivered Borrowing Base Certificate), Borrowers shall notify Lender of such occurrence promptly after any Borrower has knowledge thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 its Affiliates and relating to its business (collectively, the " Venaxis Insurance Policies "); and (b) a list of all pending claims and a five-year claims history for Venaxis. There are no claims pending under any such Venaxis Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither Venaxis nor any of its Affiliates has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Venaxis Insurance Policies. All premiums due on such Venaxis Insurance Policies have either been paid or, if not yet due, accrued. All such Venaxis Insurance Policies (i) are in full force and effect and enforceable in accordance with their terms; (ii) to Venaxis' Knowledge, are provided by carriers who are financially solvent; and (iii) have not been subject to any lapse in coverage. None of Venaxis or any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Venaxis Insurance Policy. True and complete copies of the Venaxis Insurance Policies have been made available to Biomark.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 under this Agreement shall also survive, but only to the extent required for the observation and performance of the aforementioned surviving portions 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, properties, business or prospects of the Company taken as a whole (a “ Material Adverse Effect ”). The Company has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged as described in the Company SEC Documents. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule C hereto (“ 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, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 as determined from time to time by the President, the CEO or the Board. While employed by the Company, you will devote your full business time and best efforts to the performance of your duties hereunder and the business and affairs of the Company and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services to the Company, without the Board’s prior written consent. While employed by the Company, you will be expected to primarily work from the Company’s office in Indianapolis, IN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “ Titling Trust ”), Nissan Motor Acceptance Corporation, a California corporation (“ NMAC ”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “ Servicer ” and the “ Administrative Agent ,” respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “ Titling Trustee ”), Wilmington Trust, as Owner Trustee, Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (in such capacity, the “ Delaware Trustee ”), U.S. Bank National Association, a national banking association (“ U.S. Bank ”), as trust agent (in such capacity, the “ Trust Agent ”), and U.S. Bank, as indenture trustee (in such capacity, the “ Indenture Trustee ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 all losses, liabilities, claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of (i) any investigation, litigation or other proceeding (whether or not any Indemnitee is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other Governmental Authority having jurisdiction over it that is not in any way related to the entering into and/or performance of any Loan Document, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Credit Parties or any of their respective Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Credit Parties or any of their respective Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against any Credit Party or any of their respective Subsidiaries, in respect of any such Real Property, including, in the case of each of (i) and (ii) above, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of any Indemnitee to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction). To the extent that the undertaking to indemnify, pay or hold harmless any Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Credit Party shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 pledge, grant, assignment, lien and security interest in the Patent Collateral under 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 24, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to whether an agreement, instrument, security or the like constitutes an Option or Convertible Security, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iv) the Company and the Holder shall each have the right to submit any dispute described in this Section 24 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 24 and (v) nothing in this Section 24 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 24).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Party or circumstances.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 such subject matter, whether oral or written.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 the name of the Company, its Subsidiaries, any of its employees or otherwise, that is (i) included in sub-clauses (a), (b) and (c) of the definition of Intellectual Property or (ii) included in sub-clauses (e) and (f) of such definition to the extent such item has been registered or an application for registration has been filed. The Company or a Key Subsidiary owns or has the valid right to use all Intellectual Property that is material to the operation of the business as currently conducted or proposed to be conducted by the Company and its Subsidiaries. The Company or a Key Subsidiary has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, all Intellectual Property used by the Company or a Key Subsidiary valid and enforceable written assignments of any such work, invention, improvements or other rights to the Company or a Key Subsidiary to the extent necessary to vest valid title to such Intellectual Property in the Company or a Key Subsidiary. Each item constituting part of the Intellectual Property set forth in Section 3.01(y) of the Company Disclosure Letter, to the extent indicated in Section 3.01(y) of the Company Disclosure Letter, is duly registered with, filed in or issued by, as the case may be, the appropriate Authority as indicated in the Company Disclosure Letter and such registrations, filings and issuances remain in full force and effect. The ownership and use of Intellectual Property by the Company and its Subsidiaries do not infringe in any material respect any Intellectual Property right of any Person. No claim, written or oral, has been asserted or, to the Company’s Knowledge, could be asserted which threatens the use of any Intellectual Property by the Company or a Key Subsidiary in a manner consistent with past practice. To the Company’s Knowledge no Person is engaging in any activity that infringes in any material respect upon the Intellectual Property owned by the Company or a Subsidiary or upon the rights of the Company or its Subsidiaries in or to any Intellectual Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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. The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York time on January 13, 2016 or at such other time and place as the Company and the Investors may agree, including remotely via the exchange of documents and signatures.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 agreement does not set forth to represent an agreement which have been previously set forth and agreed upon in the “TECHNOLOGY SALE AGREEMENT” executed and dated on the 1 st day of January, 2005 between Milestone Scientific Inc. and Mark Hochman and Claudia Hochman.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 obligations evidenced by the Loan Documents, and (c) any action in the enforcement of Lender’s rights upon the occurrence of an Event of Default.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Adverse Effect, and (ii) maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 warranties contained in Article IV of the Loan Agreement and applicable to such Loan Party are true and correct in all material respects (and, to the extent any of such representations and warranties are qualified by materiality in their own right, such representations and warranties shall be true and correct in all respects) on and as of the date hereof as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Loan Agreement on and as of the date hereof after giving effect to the amendments contained herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 hereunder without the written consent of the Banks.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, except (i) an assignment, in the case of a merger or consolidation where such Party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such merger or consolidation or the purchaser in such sale; or (ii) an assignment by the Holder to an Affiliate Transferee in accordance with the terms 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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 transfer restrictions pursuant to Section 7(a) hereof. If the Employment Agreement is terminated pursuant to Section 8 thereof, then the RSUs that are unvested as of the date of such termination, shall immediately be forfeited and canceled. Subject to any vesting pursuant to Section 4(b), if the Employment Agreement and/or Participant’s employment thereunder is terminated pursuant to (i) Section 7.1 thereof, then Participant shall be entitled to one year of additional vesting of the RSUs in accordance with and to the extent provided by Section 5.1 of the Employment Agreement, subject to satisfaction of the “Release Condition” as defined in the Employment Agreement, (ii) Section 9 thereof, then Participant shall be entitled to one year of additional vesting of the RSUs in accordance with and to the extent provided by Section 5.1 of the Employment Agreement, or (iii) Section 10 thereof, then Participant shall be entitled to one year of additional vesting of the RSUs in accordance with and to the extent provided by Section 5.1 of the Employment Agreement, subject to satisfaction of the Release Condition.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 transmitted via facsimile, graphic scanning or other telegraphic communication, (c) when hand delivered, or (d) one (1) day after being sent by overnight delivery service, in each case to the intended recipient as indicated on Exhibit A to this Agreement or to any other address of which prior written notice has been given.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 delivered thereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading, provided that, with respect to projected financial information, Holdings, the Company and the Borrowers represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, it being understood that any such projected financial information may vary from actual results and such variations could be material.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 party by virtue of the authorship of any of the provisions of this Agreement. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached or violated, or if there is an inaccuracy in, any representation, warranty, agreement or covenant contained herein in any respect, the fact that there exists another representation, warranty, agreement or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached or violated, or in respect of which there is not an inaccuracy, will not detract from or mitigate the fact that the party has breached or violated, or there is an inaccuracy in, the first representation, warranty, agreement or covenant. Provisions in this Agreement relating to jurisdiction, venue, governing law or other aspects of dispute resolution that expressly refer to the negotiation or performance of this Agreement are not intended to alter the application of principles under New York law relating to the construction or interpretation of contracts. Except as otherwise expressly provided herein all references to “$” or “dollars” refer to the lawful money of the U.S.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Million Dollars ($1,000,000) (or higher limits as may be required by applicable law) (which coverage can be provided through a combination of primary and umbrella policies), which policy(ies) shall identify CHS as an additional insured party with respect to the operation of the Facility. As to all policies described in this Section V.F., Customer agrees that: (i) it will provide CHS with at least thirty (30) days’ written notice prior to the effective date of cancellation or any material change of any such policy (ies); and (ii) upon any request from CHS, Customer will immediately instruct its insurer(s) to provide CHS with certificates of insurance evidencing coverage that is required by this Section V.F. Customer agrees that the policy limits set forth herein are minimum limits and shall not be construed to limit Customer’s liability.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 employment taxes and deductions as required by federal, state and local law with respect to compensation paid by an employer to an employee. The Board of Directors and any committees thereof shall perform an annual review of Executive’s salary based on a review of Executive’s performance of his duties and the Company’s other compensation policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 any arbitrator, Governmental Authority or other Person, nor, to the Knowledge of the Company, are there any investigations relating to the Company or any of its Subsidiaries or Owned Real Property pending or threatened by or before any arbitrator, any Governmental Authority or other Person. Section 4.10 of the Company Disclosure Schedules sets forth each Order to which the Company or any of its Subsidiaries is subject, and each of the Company and its Subsidiaries in in compliance in all material respects with each such Order.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 the relevant Company policies in effect from time to time to the extent the same are consistently applied, including normal payroll practices, and (ii) shall be subject to all legally required and customary withholdings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 so required, such greater proportion) and (iii) the exercise by the Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 assignments by a Lender and its Approved Funds) and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the other Agents, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 this Agreement (or of any agreement or document required by this Agreement and any amendment to this Agreement) by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Agreement provided, however, that the telecopy or other electronic image shall be promptly followed by an original if required by the Bank.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 waiver of such term, covenant, or condition itself, or of any subsequent breach. No payment of Rent by Tenant or acceptance of Rent by Landlord shall operate as a waiver of any breach or default by Tenant under this Lease. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Rent herein stipulated shall be deemed to be other than a payment on account of the earliest unpaid Rent, nor shall any endorsement or statement on any check or communication accompanying a check for the payment of Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue any other remedy provided in this Lease. No act, omission, reletting or re-entry by Landlord, and no acceptance by Landlord of keys from Tenant, shall be considered an acceptance of a surrender of the Lease, shall be construed as an actual or constructive eviction of Tenant, or an election on the part of Landlord to terminate this Lease unless a notice of such intention is given to Tenant by Landlord.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 respect thereto and (ii) any litigation or governmental proceeding pending against the Borrower or any of the Subsidiaries for which it would reasonably be expected that an adverse determination is probable, and that such determination would result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 full force and effect and shall in no way be affected, impaired or invalidated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi)), or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided that, subject to Section 2.15 the Person providing Cash Collateral and the applicable L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 other Subsidiary and their respective properties, income, profits and assets which are due and payable until such tax returns have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6. As of the Agreement Date, no Loan Party (or any of its Subsidiaries) has been notified that any of its United States income tax returns are under audit. All charges, accruals and reserves on the books of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect until the satisfaction of the Termination Conditions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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) or otherwise making public announcements with respect to the transactions contemplated by this Agreement. No Party shall issue any such press release or make any such public statement prior to such consultation, except to the extent the disclosing Party determines it is required to do so by applicable Law, in which case such Party shall use all reasonable efforts to consult with the other Party (or Parties) before issuing any such release or making any such public statement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, such increased rate will thereafter constitute the Base Salary for all purposes of this Agreement. Base Salary will not be decreased during the Term of Employment without the mutual consent of Executive and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, without limitation, reasonable attorneys' and consultants' fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. The Company's obligation to reimburse Buyer's expenses with respect to this transaction shall be limited to the above identified $3,000.00, which such amount shall be withheld from the proceeds paid to the Company upon the closing of this transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 matters of mutual concern.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, warrants, rights of conversion or purchase and similar rights on the Closing Date. All Equity Interests of each Group Member are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of the US Borrower, are owned by the US Borrower, directly or indirectly, through Wholly Owned Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 all other fees and expenses necessarily incurred by the Corporation in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Corporation, shall be applicable thereto. The Corporation makes no representation or warranty that this Option or shares issued pursuant hereto qualify under any Federal or State law for any special tax treatment. This Option, and the rights granted to the Optionee hereunder shall be subject to forfeiture to the Corporation in accordance with any policy that may hereafter be promulgated by the Corporation to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended. The terms of this Option Agreement shall be construed to conform with, and shall be governed by the provisions of the Plan, as amended, and in the event of any inconsistency between the provisions of this Incentive Stock Option Agreement and the Plan, the provisions of the Plan shall control. Any term used herein and not defined in this Agreement but defined in the Plan, shall have the meaning set forth in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 shall be given to it in care of the Company, with such notice to be given as provided in Section 10.01 of the Term Loan Agreement. Any such notice and other communication shall be deemed to be given or made at such time as set forth in the Term Loan Agreement. Any party hereto may change its notice details by notice to the other parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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 Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
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, which is in York County. The fees of the arbitrator and any other fees for the administration of the arbitration that would not normally be incurred if the action were brought in a court of law shall be paid by Company. However, Executive shall be required to pay the amount of those fees equal to that which Executive would have been required to pay to file a lawsuit in court. Any demand for arbitration shall be in writing and must be communicated to the other party prior to the expiration of the applicable statute of limitations. Unless otherwise provided herein, the arbitration shall be conducted by a single arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures published by the American Arbitration Association. If the arbitrator selected as set forth herein determines that this location constitutes a significant hardship on the Executive and constitutes an impermissible barrier to Executive’s efforts to enforce Executive’s statutory or contractual rights, such arbitration may be conducted in some other place determined to be reasonable by the arbitrator. The arbitrator shall be selected by mutual agreement of the parties. If the parties cannot agree on an arbitrator within thirty (30) days after written request for arbitration is made by one party to the controversy, a neutral arbitrator shall be appointed according to the procedures set forth in the American Arbitration Association Employment Arbitration Rules and Mediation Procedures. In rendering the award, the arbitrator shall have the authority to resolve only the legal dispute between the parties, shall not have the authority to abridge or enlarge substantive rights or remedies available under existing law, and shall determine the rights and obligations of the parties according to the substantive laws of the Applicable State Law and any applicable federal law. In addition, the arbitrator's decision and award shall be in writing and signed by the arbitrator, and accompanied by a concise written explanation of the basis of the award. The award rendered by the arbitrator shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator is authorized to award any party a sum deemed proper for the time, expense, and trouble of arbitration, including arbitration fees and attorneys’ fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Arbitration
|
e4357ba0-7808-47b3-aa6d-7184df2df5d2
|
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 recommendations regarding compliance therewith); (B) any notice received by the Property Manager or known to the Property Manager of violation of covenants, conditions and restrictions affecting any Property or noncompliance with loan documents affecting any Property, if any; (C) any fire, accident or other casualty or damage to any Property; (D) any condemnation proceedings, rezoning or other governmental order, lawsuit or threat thereof involving any Property known to the Property Manager; (E) any violations relative to the leasing, use, repair and maintenance of any Property under governmental laws, rules, regulations, ordinances or like provisions known to the Property Manager; or (F) any violation of any insurance requirement of which the Property Manager has actual knowledge. The Property Manager shall promptly deliver to the Company copies of any documentation in its possession relating to such matters. The Property Manager shall keep the Company reasonably informed of the status of the particular matter through the final resolution thereof. In the event the Property Manager becomes aware of any fire or other damage to any Property or violation or alleged violation of laws respecting hazardous materials, the Property Manager shall immediately give telephonic notice thereof to the Company. The Property Manager shall complete all necessary and customary loss reports in connection with any fire or other damage to any Property. The Property Manager shall retain in the records it maintains for each Property copies of all supporting documentation with reference to such notices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Notices
|
79c9b88c-351a-4d35-ad86-a2d136f892bc
|
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 fact, statement, understanding or assumption not set forth in 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Entire Agreements
|
6ba6d56a-dea7-435e-a98d-3e77775e32de
|
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 which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Stockholders in connection with such transaction unless such securities are otherwise freely tradable by the Stockholders after giving effect to such transaction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
|
Label: Assignments
|
20ee81de-48be-4fe9-b26f-09e6c8a15d2e
|
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, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Effective Dates
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6824dc22-ea50-47f6-b89d-aff9ad34a51e
|
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 no term of this Note may be amended or waived in such a way as to adversely affect the Holder disproportionately to the holder or holders of any other Notes without the written consent of the Holder and neither the principal balance nor interest rate of this Note may be amended or modified without the consent of the Holder. Such consent may not be effected orally, but only by a signed statement in writing. Any such amendment or waiver shall apply to and be binding upon the Holder of this Note, upon each future holder of this Note, and upon the Maker, whether or not this Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Amendments
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b8b10aaf-838c-44f2-851d-3283b6fbe202
|
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 event affects the Company’s common stock prior to the date shares of the Company’s common stock are issued pursuant to the LTIP such that a substitution or adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the rights of Executive under the LTIP, then the Committee shall, in such manner as it may deem equitable, adjust the Target LTIP. For avoidance of doubt, no adjustments shall be made as a result of any regular cash dividend (or stock dividend made in lieu of such regular cash dividend).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Adjustments
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7fcf8d8d-7dc2-4383-b3bf-f605b93044f3
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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 cost of your group health coverage on the same basis as you were contributing prior this Letter Agreement becoming effective.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Benefits
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8af211fa-62e2-4233-a2ab-8624f2458b6c
|
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-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Definitions
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c5c0428a-90ed-4a09-9447-330681d8590a
|
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 Nevada, and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Governing Laws
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fc591610-a0ce-4317-ae05-655631b56cd6
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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 regard to such subject matter. Each Party hereto hereby acknowledges that any rights under any prior shareholders agreement are hereby waived and relinquished.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Entire Agreements
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107e7585-c9f0-41cc-946f-287a83a94bcd
|
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.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Terms
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2945548d-7c70-4429-9212-707c9020dc70
|
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 release of any such liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Liens
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88e0c97b-cdfe-4ebd-8e35-f4024f4bf47a
|
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 (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Counterparts
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5b3b0bd9-dd9a-4887-ba55-713c0145f8be
|
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 Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Notices
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0a288186-5f45-4b61-a703-e15bb80db7d7
|
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 ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Submission To Jurisdiction
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ea620332-d016-4027-b2ab-9099c58e8c63
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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 and conditions hereof or thereof will (a) violate any Requirement of Law applicable to Holdings, the Borrower or any Loan Party, (b) conflict with or result in a breach or default under its charter or Memorandum and Articles of Association or by-laws (or equivalent organizational or governing documents), as applicable, or any AWAC Agreement, (c) conflict with or result (alone or with notice or lapse of time or both) in a breach or default which is material in the context of this Agreement under any material agreement or instrument to which any Loan Party is a party or by which it or any of its properties, whether now owned or hereafter acquired, may be subject or bound, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower or any Loan Party or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder and (d) result in the creation or imposition of any Lien prohibited by Section 6.02 upon any property or assets, whether now owned or hereafter acquired, by Holdings, the Borrower or any Loan Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: No Conflicts
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eeaeb78e-21dc-4888-98e9-8b9da4ac7c2a
|
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 and its Consolidated Subsidiaries at such date and the results of their operations for the period then ended.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Financial Statements
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9ccd75ae-9b8a-4381-8d61-800babb3f57a
|
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 Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Effectiveness
|
16500c84-e37b-4e9a-b93b-0575491be1f7
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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 Parties. No waiver of any provision of this Agreement will be valid unless in writing and signed by the Party against whom the waiver is sought to be enforced. Failure of a Party to enforce any right under this Agreement will not constitute a waiver of future enforcement of such right or any other rights. If any provision of this Agreement is held to be invalid by any court, the remainder of the Agreement will remain in force and will not be affected. The Restricted Person may not assign any of his rights or obligations under this Agreement without the prior written consent of Buyer. The Buyer may assign its rights or obligations under this Agreement to any affiliate, to any lender as collateral security or to any purchaser of all or any portion of the Business. The language used in this Agreement has been chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party. This Agreement may be executed in counterparts, all of which taken together will constitute one agreement, and signatures exchanged by facsimile or .pdf will constitute effective execution and delivery 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, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Miscellaneous
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3b71bd28-ae07-453b-805e-69b6daa10c06
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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 stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, or as described on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Capitalization
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8e46ed0b-875b-4545-9fb4-0b9f7e0dda9d
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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, assignment agreements and bills of sale as are reasonably necessary to effect such transfer. In conjunction with such cooperation, Lessee shall take all action reasonably necessary to effect or useful in effecting the transfer to Lessor’s nominee of any certificate of need or license from the Alabama Department of Public Health or other governmental authority regulating the use of the Facility and all service contracts, which, in either case, may be necessary or useful in the operation of the Facility by Lessor’s nominee for the Primary Intended Use.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings
Return exactly:
Label: <type>
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Label: Cooperation
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