id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b7b90670-f509-42ed-ab72-edbd9379db12 | Clause:
Borrower agrees to pay to KeyBank, Agent, Syndication Agent and Arrangers for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated August 27, 2014 among Borrower, KeyBank, Syndication Agent and Arrangers and a fee letter d... | Label: Fees |
26fe797e-9460-44a4-a75a-50b9f640ec87 | Clause:
The Seller has not dealt with any Person who has acted, directly or indirectly, as a broker, finder, financial adviser, or in such other capacity for or on behalf of the Seller in connection with the transactions described by this Agreement in any manner which would entitle such Person to any fee or commission ... | Label: Brokers |
6ba23faf-430c-4a63-92da-aae059a3250f | Clause:
This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including any prior employment or management continuit... | Label: Entire Agreements |
5572ae40-0851-4ca5-9e32-d5c1e66651ef | Clause:
The exercise of this Stock Option will give rise to “wages” subje ct to withholding. Participant expressly acknowledges and agrees that Participant’s rights hereunder, including the right to be issued S hares upon exercise, are subject to Participant promptly remit ting to the Company in cash (or by such other... | Label: Taxes |
6db4d64a-82b6-41a8-98f5-ab4bf1493450 | Clause:
Change its state of organization, name or the location of its chief executive office without at least sixty (60) days prior written notice to the Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Organizations |
c6410755-4049-4198-8023-0eb3074082ed | Clause:
All covenants, representations and warranties made in this Agreement shall continue in full force and effect while any Obligations remain outstanding. The provisions of Section 11 hereof and the obligations of Borrower under Section 12.2 hereof shall survive the Termination Date hereof.
Task: Classify this cla... | Label: Survival |
113d9214-eefa-47f8-adae-4a83ca0b4077 | Clause:
Schedule 5.12 sets forth a complete and accurate list as of the Closing Date (after giving effect to the consummation of the Acquisition) of all Subsidiaries of each Borrower, the jurisdiction of formation of each such Subsidiary and whether each such Subsidiary is a Guarantor. The Perfection Certificate sets f... | Label: Subsidiaries |
1927d8e0-55ba-4959-a8fc-e676ab71d41c | Clause:
The Company shall have the authority and the right to deduct and withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any Retention Bonus payable under the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Withholdings |
4bb8eaaa-e1a3-4fc3-9fb3-64f7c1ef6521 | Clause:
PURCHASER WAIVES THE BENEFITS OF ANY LAW THAT GENERALLY PROVIDES THAT A GENE R AL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE THAT, IF KNOWN BY HIM, MAY HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Task: Class... | Label: Waivers |
e8942b1f-b4be-4b57-8336-fca84ffcd5f6 | Clause:
Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement (as amended hereby).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Defined Terms |
faafb5d6-2bd4-4621-bad2-4bae3b8ad9cb | Clause:
Lessee agrees to indemnify and save harmless the Lessor against all claims relating to damage to persons or property by reason of Lessee's use or occupancy of the Premises, and all expenses incurred by Lessor with respect thereto, including but not limited to attorney's fees and court costs.
Task: Classify thi... | Label: Indemnity |
6cbe53f7-be4a-484e-8099-887738d64a52 | Clause:
The term of this Agreement shall continue through December 31, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits... | Label: Terms |
e551f700-8b30-4636-8546-601be61fc7f8 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Consultant and such officer or director as may be designated by the Board of Managers of the Company. The Company shall use commercially reasonable effort... | Label: Miscellaneous |
aa58aa43-4a78-4652-b69e-7c1c442e13cf | Clause:
No Borrower shall use the proceeds of the Loans in contravention of the requirements, if any, of any Applicable Agency.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Use Of Proceeds |
e7a89f82-b21d-4ed4-a0e5-75c6f9b9bb4c | Clause:
If any provision of this Agreement shall be held invalid, void or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected thereby and shall remain in full force and effect. In the event that any covenant contained herein is not enforceable in accordance with its terms,... | Label: Severability |
4dfa305f-4eea-4714-bd31-83274c0e996f | Clause:
The parties shall hold the closing of the transactions contemplated by this Agreement (the “ Closing ”) at 10:00 A.M. on December , 2015 or at such other time and place as the parties agree (the date of the Closing, the “ Closing Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Closings |
1718e691-b705-40b3-ad35-01e3b73ae475 | Clause:
This Agreement may not be amended, changed or modified except by a writing signed by all of the 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, Autho... | Label: Amendments |
8b4f0ab9-99ed-491d-9277-f1adab62cdcd | Clause:
No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the e... | Label: No Waivers |
787cdb7e-3284-4c21-a1ea-732d610887b6 | Clause:
Subject to the further provisions of this Agreement, the Executive’s right to receive the RSU Shares covered by this Agreement shall become vested (if at all) upon the third anniversary of the date of this Agreement, provided the Executive remains continuously employed by the Company or a subsidiary of the Comp... | Label: General |
73cf9831-e00c-46b2-aa89-b687e49fd5a8 | Clause:
For purposes of this letter, the terms "Change of Control," "Cause," and "Good Reason" shall have the following meanings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Definitions |
87b3efe0-1f5e-4c51-91ce-732f449854e8 | Clause:
Upon the Effective Date of employment under this Agreement, the office, position and title for which Executive is initially employed is that of Chief Operating Officer. Executive shall diligently render his services to Employer in a manner customary for such office or equivalent and in additional positions with... | Label: Duties |
712a385d-4c18-4809-ba18-7ae2b402d6a9 | Clause:
In all cases the Employee will be responsible to pay all required withholding taxes applicable to an Award. Should a withholding tax obligation arise with regard to an Award or the lapsing of restrictions on Restricted Stock or Restricted Stock Units granted in an Award, the withholding tax may be satisfied by ... | Label: Tax Withholdings |
1e3bd709-6f7c-4527-a1e2-33eb0d988dc3 | Clause:
If an Event of Default has occurred and is continuing, subject to the Subordination Agreement, Secured Party may declare any or all monetary Obligations due and payable and all other Obligations immediately performable without notice to Debtor of the exercise of such option, and shall have all of the rights and... | Label: Remedies |
16db9a1d-a390-4e53-a1e9-e4e590c829bf | Clause:
Neither Fund G nor any of its Affiliates has incurred any liability, contingent or otherwise, for any brokerage fee, commission or financial advisory fee in connection with the transactions contemplated by this Agreement for which LD 12, the Partnership or any of its respective Affiliates will be liable.
Task:... | Label: Brokers |
2440dd07-38b8-4fe3-aa7b-5229164ea232 | Clause:
The proceeds of Loans shall be used by Borrowers solely (a) to continue any loans outstanding under the Existing Loan Agreement; (b) to pay Obligations in accordance with this Agreement; (c) to pay fees and transaction expenses associated with the closing of this amended and restated credit facility and (d) for... | Label: Use Of Proceeds |
2d422ca0-7c4c-4c22-9675-ad3bf3d06afd | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to the Employee at the last address the Employee has filed in writing with the Employers or, in the case of the ... | Label: Notices |
2b43d550-c64a-4729-940c-7ad994d341dc | Clause:
This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until October 31, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Terms |
e98c02c0-989c-400e-9d08-8be79fb00769 | Clause:
The validity, interpretation, construction and effect of the Plan and any rules and regulations relating to the Plan shall be governed by the laws of the Commonwealth of Pennsylvania (without regard to the conflicts of laws thereof), and applicable Federal law.
Task: Classify this clause into ONE of these type... | Label: Governing Laws |
fae350b7-5418-4e2e-b6ec-d4255b4bc947 | Clause:
Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of payables in the ordinary course of... | Label: Use Of Proceeds |
ecca49e5-865e-420c-b061-811f0fc905aa | Clause:
Except as set forth on the Disclosure Schedule, (i) Seller’s ownership and the operation of the Properties is in compliance with all applicable Laws (other than Environmental Law as to which this Section 4(t) shall not apply), except such failures to comply as would not, individually or in the aggregate, have a... | Label: Compliance With Laws |
0f93e102-8804-4281-9f0d-06aca7349b87 | Clause:
Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health (for Executive and his immediate family) and be nefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior executives (the “ Bene... | Label: Benefits |
c4940c10-f361-4590-a9ea-6b5f9f5b0bbe | Clause:
If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions under this Agreement, with or without reasonable accommodation, the Chief Executive Officer may remove the Executive from any responsibilities and/or reassign the Execu... | Label: Disability |
649c8e5b-a032-4abb-bb86-72cac06deb31 | Clause:
THE BORROWER AND THE LENDER WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
Task: Classify this c... | Label: Waiver Of Jury Trials |
cf87bf57-2d6a-4d8c-ae2c-a027c8f98862 | Clause:
Executive shall serve as President- International of the Company, and shall perform such duties consistent with his position as may be assigned to him from time to time by the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (the “Board”). Executive shall perform his dutie... | Label: Positions |
17d4315c-70fe-4b67-aaff-5bd1dfb64ef3 | Clause:
Any question or dispute regarding the administration or interpretation of the Notice or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.
Task: Classify this clause ... | Label: Interpretations |
d7f7512c-0eb4-42fc-a70d-5e1085f33f75 | Clause:
Each Guarantor hereby absolutely, unconditionally and irrevocably waives, to-the fullest extent permitted by law, (i) promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee, (ii) presentment, demand of payment, protest, notice of dishonor or nonpayment and any other noti... | Label: Waivers |
d4f1597b-35cf-46c3-8bc0-cab606bbad99 | Clause:
Borrower represents and warrants that no proceeds of any Advance hereunder will be used (i) for a purpose that violates, or would be inconsistent with, (A) Section 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) t... | Label: Use Of Proceeds |
f5ee25c3-962e-4b67-baf4-632099f5cf79 | Clause:
The Schedule of Insurance contains a correct and complete list of all policies (including binders) of insurance held by or on behalf of the Company or relating to its business or any of its assets (specifying the insurer, the amount of coverage, type of insurance, risks insured, any pending claims thereunder an... | Label: Insurances |
09221a5c-7a79-4a50-bcab-edbd732ca933 | Clause:
As of the Effective Date, the Executive shall be paid a base salary of not less than $225,000 (the “Base Salary”) which Base Salary shall be earned and shall be payable at such intervals not less frequently than monthly, in equal installments, and otherwise in such a manner as is consistent with the Company’s n... | Label: Base Salary |
7ce4918c-06d2-405c-b0d1-24214d1a698e | Clause:
The Plan, and all Agreements hereunder, shall be governed, construed and administered in accordance with and governed by the laws of the Commonwealth of Virginia and the intention of the Company is that ISOs granted under the Plan qualify as such under Code Section 422. The Plan and Awards are subject to all pr... | Label: Governing Laws |
3aca0cc0-7119-4cc5-b040-d18fb746cc69 | Clause:
This Agreement, the other Loan Documents and the agreements regarding certain fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter ... | Label: Entire Agreements |
432ea514-dca0-413b-a15b-e771fc6e29cf | Clause:
The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by Borrower for which the Agent is entitled to r... | Label: Indemnifications |
3d6efd1d-7820-4a31-a494-2ab7e4dc75e1 | Clause:
This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that th... | Label: Entire Agreements |
cae0f025-3aed-4480-8338-db392a725c58 | Clause:
The Grantee’s right to the Common Stock subject to this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee as described in Section 2. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by this Award Agr... | Label: Terminations |
23f0443f-5d13-4881-82d8-a6530f620a59 | Clause:
You will serve as Vice President of Marketing and Business Development of the Company. You will report to the President and Chief Executive Officer (the “ CEO ”) and shall perform the duties and responsibilities customary for such position and such other related duties as are assigned by the President and CEO. ... | Label: Positions |
99efb9ff-2eab-4616-b9ef-8f244652c00e | Clause:
None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation U or for any purpose that violates the provisions of Regulation T, Regulation U or Regulatio... | Label: Use Of Proceeds |
bd1fcaef-2263-4465-97f1-fe76bf609aa1 | Clause:
The Parent Corporation shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Parent Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. federal, state, local or non-U.S. Tax l... | Label: Withholdings |
8e9dc8b3-c50f-4856-bdd0-148eacef0f09 | Clause:
This Agreement together with the other agreements to be entered into as contemplated by this Agreement (the " Other Agreements ") constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and the Other Agreements and supersede all prior correspondence, agreements, ne... | Label: Entire Agreements |
2dc8789e-851c-4af8-9b22-3e872ef79c0a | Clause:
In connection with the Second Closing, the Borrowers shall pay to YA Global II SPV LLC (as designee of the Investor) a commitment fee in the amount equal to $100,000. 50% of the commitment fee ($50,000) shall be due and payable in cash on the Second Closing Date. The remaining $50,000 shall be paid in cash or i... | Label: Fees |
6890cb9d-afb8-4385-a976-a0fae978630e | Clause:
The rights and obligations of the parties hereto shall not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the ... | Label: Assignments |
af90cf5f-320e-4b0b-b6a2-c2471c93f96b | Clause:
The Transaction Documents, together with the exhibits, annexes, and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties ack... | Label: Entire Agreements |
5402b4ab-82f3-438b-a296-aac944e12829 | Clause:
During the Employment Period, the Executive shall receive a gross salary at the rate of 5 200 000 SEK per year (“ Base Salary ”), less normal withholdings, payable in equal monthly installments as are or become customary under the Company’s payroll practices for its employees from time to time. The Compensation... | Label: Base Salary |
4deef666-5ac1-4534-960d-0ace99f4fcdc | Clause:
At any time upon the request of the Administrative Agent, Borrower will, promptly and at its expense, execute, acknowledge and deliver such further documents and perform such other acts and things as the Administrative Agent may reasonably request to evidence the Loans made hereunder and interest thereon in acc... | Label: Further Assurances |
54fc07e2-e6be-485c-bc95-a2d0cf5c6559 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW YORK .
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
7221142b-8a59-4f94-94b5-c0907c4ac6cd | Clause:
(a) This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic image scan transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copi... | Label: Counterparts |
a4efc6e2-23de-4741-b44d-90ab3e57d1a1 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
fdbbe883-960e-4cb7-9f3b-f99122b59e16 | Clause:
THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE 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 AC... | Label: Submission To Jurisdiction |
220948a7-7c86-4896-a9a5-7f30cae966e8 | Clause:
This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties hav... | Label: Construction |
e6f8bc33-3e9c-4ec1-961e-3663e317f4d3 | Clause:
For purposes of this Agreement (a) the cost of labor and material (except stored and unincorporated materials) furnished for the Work shall be deemed to be incurred by Borrower when the labor and material have been incorporated into the Project and the payment therefor is due and payable, (b) the cost of stored... | Label: Costs |
93480680-1694-4f77-8b42-1eb581406cb2 | Clause:
Borrower is a corporation, duly organized, and validly existing, and in good standing under the laws of the State of Delaware. Each Subsidiary is a limited liability company, duly organized, and validly existing, and in good standing under the laws of the State of Florida. Borrower and each Subsidiary has all n... | Label: Authority |
931f3c84-d19e-4847-9c45-01158ee6b2e5 | Clause:
The parties shall keep this Agreement and its terms confidential, but any party may make such disclosures as it reasonably considers are required by law or necessary to obtain financing. In the event that the transactions contemplated by this Agreement are not consummated for any reason whatsoever, the parties ... | Label: Confidentiality |
34250a6f-50cd-4eb1-bbae-d95aee34bb39 | Clause:
Employee shall be entitled to three (3) weeks paid vacation for each year during his employment with the Company, which vacations shall be taken at such time or times as shall not unreasonably interfere with Employee’s performance of his duties under this Agreement. Additional weeks of vacation shall be earned ... | Label: Vacations |
0c774e3a-5f8c-4d4e-9f83-3009831e8b77 | Clause:
The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Porter Hedges LLP, 1000 Main Street, Houston, Texas 77002, commencing at 9:00 a.m. local time the fifth (5 th ) Business Day after all conditions to Closing in Section 8.1 or Section 8.2 have been... | Label: Closings |
cb895d6f-6b82-4d5d-9eba-5c0ed5000124 | Clause:
Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan. Seller has all requisite corporate power and authority to enter into, and perform its obligations under, this Agreement and the Transaction Documents to which it is a party. The execution an... | Label: Approvals |
ab5e0c50-26c2-4b4f-bc95-041fde97bee1 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially sound and reputabl... | Label: Insurances |
e5c7ae79-9418-4071-9a49-09e684dbf10d | Clause:
Each Credit Document executed, or to be executed, by each Loan Party has been, or will be, duly executed and delivered by such Loan Party and constitutes, or will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as lim... | Label: Enforceability |
d6f7d355-96fb-4b92-9906-d81d32eb2360 | Clause:
All communications and notices hereunder shall be in writing and given as provided in 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... | Label: Notices |
aed7cee6-37c2-42f7-a7b8-81350540a14d | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 8.8 of the ABL Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section 8.8 o... | Label: Notices |
204b3154-399d-4203-9b6b-a0ec3414ae5b | Clause:
A duly executed counterpart of the Assignment.
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, Boo... | Label: Assignments |
c1d19746-16e0-4415-a766-3446f303874f | Clause:
Once the full Purchase Price has been paid, Seller acknowledges that it has no other, further, or additional claims against Company, and hereby releases any and all claims against Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Releases |
3ad8eeaf-c027-43ce-bc79-639076f5e7ae | Clause:
All expenses incurred in any registration of the Holder's Registerable Securities under this Agreement shall be paid by the Company, including, without limitation, printing expenses, fees and disbursements of counsel for the Company, expenses of any audits to which the Company shall agree or which shall be nece... | Label: Expenses |
79cb48ed-86ca-4d2e-b962-1d5702bb4c4d | Clause:
If the Executive’s employment is terminated because of the Executive’s Disability during the Employment Period, this Agreement will terminate without any further obligation on the part of the Company under this Agreement, other than for (i) payment of the Accrued Obligations and six months of the Executive’s Ba... | Label: Disability |
06424637-ebd2-438c-bc72-56740ef5cf3c | Clause:
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement, and all signatures need not appear on any one counterpart. Executed copies of the sign... | Label: Counterparts |
e10137ff-ba78-4c05-b22b-74201cfbe268 | Clause:
The Plan and the Option Agreement under which these options are covered, are incorporated herein by reference. This Notice of Exercise, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakin... | Label: Entire Agreements |
e56e7d62-2f51-4781-b743-c2cca7b1f940 | Clause:
Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given: (i) if by facsimile, hand delivery or by delivery service, upon receipt thereof; or (ii) if mailed, three days after deposit in the mail, postage prepaid. All notices shall be addressed... | Label: Notices |
e4a55243-664e-4c3a-9d45-0c37bbfebb4d | Clause:
References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not lim... | Label: Construction |
692174b4-b0de-49ef-a8dd-a92e96730467 | Clause:
Unless otherwise defined herein, terms defined in the Note Agreement are used herein as therein defined.
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, A... | Label: Definitions |
4c83ec82-c5ec-47bf-9303-cf3bea5b847e | Clause:
Each of Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except as could not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Pers... | Label: Intellectual Property |
c0d0a6e3-6725-4e45-9ee0-2fcb2bce1501 | Clause:
This Agreement may not be amended, altered or modified except by a written agreement between the 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, Auth... | Label: Amendments |
47a9fad5-c269-4da4-9bc3-211bbfe1fa9b | Clause:
This Agreement shall continue until the first date on which either the MBC Obligations or the Issuer’s Obligations are indefeasibly paid in full in cash and Webster’s commitments to lend under the Credit Agreement have irrevocably terminated.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Terms |
fd143547-62bc-4e2c-a2b5-7f2a34b0eb80 | 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 thereto 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 wi... | Label: Successors |
1a097075-3916-47a3-94b4-b8dcce016d81 | Clause:
To the extent subject matter jurisdiction exists, Licensee and Goodyear agree that any action arising out of or relating to this Agreement shall be brought in any United States District Court having jurisdiction over the Parties. Each Party irrevocably consents to the jurisdiction and venue of such courts (and ... | Label: Jurisdictions |
f6b2ff3c-4d59-4ea3-aee4-7cada4610860 | Clause:
The services rendered by Executive to the Company are unique and personal. Accordingly, Executive may not assign any of the rights or delegate any of the duties or obligations under this Agreement. This Agreement is enforceable by the Company and its affiliates and may, upon written notice to Executive, be assi... | Label: Assignments |
8b8846f4-0098-43bf-aa01-eb86fa9d44c5 | Clause:
The Company will reimburse Executive for standard business expenses pursuant to the Company’s standard policies in effect from time to time. In the event that any expense reimbursements are taxable to Executive, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3... | Label: Expenses |
d8fe44e7-7d87-4e68-971b-354cdd68fcc6 | Clause:
The provisions of this Agreement that may be reasonably interpreted as surviving its termination, including the applicable provisions of Sections 3-11 hereof, shall continue in effect after termination of this Agreement. GEE is entitled to communicate Consultant’s obligations under this Agreement to any future... | Label: Survival |
c1febebf-7f55-43bd-a1e3-6c627f27d4b3 | Clause:
Proceeds of Advances shall only be used by the Borrower to (A) first , make deposits into the Liquidity Reserve Account (up to the Liquidity Reserve Account Required Balance) and into the Pre-Placed In Service Reserve Account (up to the Pre-Placed In Service Reserve Account Required Balance), (B) second , with ... | Label: Use Of Proceeds |
597aa987-7596-4904-9754-c3376d68fa8f | Clause:
This Warrant, together with the Financing Agreement and the other Transaction Documents, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral... | Label: Entire Agreements |
79616159-1598-4754-b711-7a8eaea2e7f8 | Clause:
At the time of issuance of Common Stock upon the vesting of the Restricted Stock Units, the Company shall withhold from the Common Stock that otherwise would have been delivered to you, an appropriate number of shares of Common Stock having a Fair Market Value determined in accordance with the Plan, equal to th... | Label: Withholdings |
f6538020-4cda-4b1f-b019-2eade7ae4d83 | Clause:
On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby purchases, acquires and accepts from Seller, and Sellers hereby sells, transfers, assigns, conveys and delivers to Purchaser all of issued and outstanding membership interests in and to SUDS Properties LLC. Simultaneously ... | Label: Sales |
394d649c-bf81-4184-ba49-2d12efff67ed | Clause:
No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment (including any extension of the term of any Service), supplement or modification is in writing and signed by the authorized representative of the Party a... | Label: Amendments |
94afaee7-bbbe-4389-9b73-a133d4455950 | Clause:
Landlord and Tenant each represents and warrants to the other that: (i) it has had no dealings with any real estate broker or agent in connection with the negotiation and execution of this Sixth Amendment other than (a) Hines Interests Limited Partnership (“ Hines Interests ”) representing Landlord (whose comm... | Label: Brokers |
6b2d820b-7f1b-4f10-94ec-9771ac37bd26 | Clause:
The Applicant agrees that the execution of the Agreement and the other Project Documents, and the performance of its obligations hereunder and thereunder, shall be deemed to have a Connecticut situs, and the Applicant shall be subject to the personal jurisdiction of the courts of the State of Connecticut with r... | Label: Jurisdictions |
e7a2082e-c6d4-43c6-a109-53d578602dc1 | Clause:
This Plan shall inure to the benefit of and shall be enforceable by a Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If a Participant should die while any amount is still payable to the Participant under this Plan had the Part... | Label: Assignments |
c838aa2c-261e-46c0-a2b8-d333f40713bd | Clause:
The Executive shall serve as the Chief Executive Officer of the Corporation with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors of the Corporation. The Executive shall report directly to th... | Label: Duties |
a083ff83-aa98-4598-9ce0-a4008469c578 | Clause:
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, written or oral, between the parties. Amendments to this Agreement must be in writing, signed by the duly authorised officers of the parties.
Task: Cla... | Label: Entire Agreements |
951f62a3-7f47-4c02-b862-cf015dd5c473 | Clause:
The parties acknowledge that the indemnification and other provisions of Section 8 of the Advisory Agreement apply with respect to ACM’s involvement in the transactions contemplated by the Merger Agreement and the transactions contemplated by this letter; provided that ACM shall not be entitled to indemnificati... | Label: Indemnifications |
52429abb-d045-4a4c-b539-5378e6a6de5e | Clause:
To the knowledge of the Parent Borrower, each of Holdings, the Parent Borrower and its Restricted Subsidiaries has filed or caused to be filed all other material tax returns which are required to be filed by it and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes shown to be ... | Label: Taxes |
b579def2-8a88-4789-848d-49881ef58143 | Clause:
The Employee will not disparage the Company or any of its directors, officers, agents or employees or otherwise take any action which could reasonably be expected to adversely affect the reputation of the Company or the personal or professional reputation of any of the Company’s directors, officers, agents or e... | Label: Non-Disparagement |
97d5bcd0-0afa-4123-aef1-a4c255ad9c12 | Clause:
The Loan Parties have heretofore furnished to the Lenders (a) the audited consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for the fiscal year ended December 31, 2015, audited by and acco... | Label: Financial Statements |
33776da6-b14a-4334-8840-d9dc99f4caf0 | Clause:
If an event of default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the “ Mandatory Default Amount ”. The Mandatory Default Amount means 130% of the outstanding Prin... | Label: Remedies |
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