id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
11ad920c-3d6a-493f-92a7-8d2880cc70c3 | Clause:
All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in Sections 1 and 4 hereof, shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herei... | Label: Severability |
73899078-a8f6-4282-9797-1306e208cf8e | Clause:
The representations and warranties of Tenant and its Affiliated Persons set forth in the Lease No. 5 Documents are true and correct on and as of the date hereof in all material respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Warranties |
b695912a-c54f-482e-bf37-b19fcea48326 | Clause:
The headings of the sections of this Agreement are inserted for convenience only; they do not constitute part of this Agreement or affect the meaning thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine... | Label: Headings |
152456bd-9442-42bc-8e3b-ff583517282a | Clause:
The Distribution Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Distribution Agent is exempt from registrat... | Label: Representations |
404b08f3-6e78-44f1-b519-3319bf63ba9b | Clause:
While the Company and each Employer intends to continue the Plan indefinitely, the Company reserves the right to terminate the Plan at any time through action taken by its Board of Directors or its duly authorized officers and each Employer reserves the right to terminate its participation in the Plan at any ti... | Label: Terminations |
66fc4a58-4e35-433e-873f-9e2c10573184 | Clause:
When used herein, the phrase "to the knowledge of" the Company or "known to" the Company or any similar phrase means the actual knowledge of the Chief Executive Officer or the Chief Financial Officer of the Company and includes the knowledge that such officers would have obtained of the matter represented after... | Label: Construction |
556e4fd9-68d6-418b-aaa6-7603dd0dfc3a | Clause:
Any notice, demand, request, waiver or other communication required or permitted to be given pursuant to this Agreement must be in writing (including electronic format) and will be deemed by the Parties to have been received (i) upon delivery in person (including by reputable express courier service) at the add... | Label: Notices |
4cd1e345-d104-46aa-b3a7-f0265beae92c | Clause:
(i) The acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 40... | Label: Change In Control |
8fe2ba1f-f23f-40c1-99aa-5d866706b63f | Clause:
The Company hereby grants to Participant on the date set forth above a restricted stock unit award (the "Award") for ________ (_________) restricted stock units on the terms and conditions set forth herein. Each restricted stock unit shall entitle the Participant to receive either one share of the Company's Co... | Label: Terms |
f65373da-a490-49dd-8197-3124d0b99b9c | Clause:
All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of Holdings at the Holdings’ address set forth in Section 13.2 of the Credit Agreement.
Task: Classify... | Label: Notices |
b13fcd63-6680-4382-8937-606ed3323913 | Clause:
Subject to the terms and conditions of Section 12.5 of the Credit Agreement, the Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, or substantially simultaneously with the effectiveness of this Amendment, including to the exten... | Label: Fees |
28ddbe9e-951e-49d6-bf61-0febcb54e977 | Clause:
All notices required or permitted by this Agreement shall be in writing and may be delivered in person or may be sent by registered or certified mail or U.S. Postal Service Express Mail, with postage prepaid, or by Federal Express or other overnight courier that guarantees next day delivery, or by facsimile tra... | Label: Notices |
b0b5a9f4-3d3c-4765-8967-15bb096c4bed | Clause:
If any term or provision of this Agreement is to be invalid or unenforceable, such term or provision shall be modified as slightly as possible so as to render it valid and enforceable; if such term or provision, as modified, shall be held or deemed invalid or unenforceable, such holding shall not affect the rem... | Label: Severability |
d3895720-c5df-4a10-b6df-ed0df46bb176 | Clause:
By acceptance of this RSU, you consent to the electronic delivery of the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its s... | Label: Disclosures |
afb1647e-7b52-497e-a6a0-55d99e25b611 | Clause:
This Agreement shall be effective as of the date hereof and shall continue in effect until, and shall terminate upon, the earliest to occur of (a) the consummation of a sale of the Company and distribution of proceeds to, or escrow for, the benefit of the Stockholders in accordance with the Charter; (b) June 15... | Label: Terms |
af1d70ba-956a-499e-a1af-904542519221 | Clause:
Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis , as if a part hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: Waiver Of Jury Trials |
28d5b128-a7cc-4ee6-8c8e-85281bbc733d | Clause:
This Consent may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. If a court finds any provision of this Consent unenforceable, all other provisions shall remain enforceable to the maximum extent permitte... | Label: Miscellaneous |
b0fdead7-d5d9-45ca-bd71-2ae73b50c4f8 | Clause:
The RSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in Exhibit B to the Grant Notice. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs. ... | Label: Vesting |
c8b0448c-afa5-4903-a5fa-c837ae430636 | Clause:
Notwithstanding the vesting schedules contained in Equity Agreements that Mr. DeGhetto would hold, upon a “Change in Control” event (as defined below), any unvested equity RSUs awards that would otherwise vest on or after the effective date of the Change in Control event shall be accelerated and become 100% ves... | Label: Vesting |
187ada8c-2bc5-469d-a040-7ff8e3024598 | Clause:
The exercise of this Option will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or ... | Label: Compliance With Laws |
a74d6499-c542-4f6d-b6b2-51a4b00e8904 | Clause:
(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the Applicable Percentages.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Payments |
fcbbd58f-4dfd-451d-abee-6d234921ba6d | Clause:
The rights, powers and remedies of Bank under the Loan Documents are cumulative and in addition to all rights, powers and remedies provided under any and all agreements among Borrower and Bank relating hereto, at law, in equity or otherwise. Any delay or failure by Bank to exercise any right, power or remedy sh... | Label: No Waivers |
a62c2131-39c1-4a62-b540-a873ac78cb60 | Clause:
No distributions with respect to Dividend Equivalent Rights shall be made unless and until such Dividend Equivalent Rights shall have become vested. Dividend Equivalent Rights shall vest on the dates Shares under the Project 750 Performance Award are granted (each, a “ Vesting Date ”).
Task: Classify this clau... | Label: Vesting |
21e3c512-ef00-4eba-a1ec-e0d682c3d4f4 | Clause:
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Successors |
36cc08cf-baec-407a-8712-c098f7add9e7 | Clause:
The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Amendment. This Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered by telecopier or other electronic imaging means.
Task: Classify this clause int... | Label: Miscellaneous |
2989f67d-1de0-4b43-a75e-f8cdc17e8c0e | Clause:
The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 and any tax forms required to be delivered pursuant to Section 3.01(e) ; provided , however , that Administrative Agent may, in it... | Label: Assignments |
26367980-d7dc-48a8-9e9f-3bfe0d5ca389 | Clause:
It is a corporation or company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.
Task: Classify this clause into ONE of these types (exa... | Label: Organizations |
3b46b190-413a-4222-8327-cebfbd878f7f | Clause:
Titles and headings herein are solely for the convenience of the parties and are without substantive legal meaning. This Amendment may only be amended or modified by a writing signed by the Bank and the Loan Parties. Neither this Amendment nor any uncertainty or ambiguity herein shall be construed or resolved... | Label: Miscellaneous |
0c7a4290-54e0-4679-9037-7a5ee1595647 | Clause:
This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart to this Agreement by fa... | Label: Counterparts |
bfe507d3-cef5-4275-abf1-edeb4795fe99 | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided , that this Section 5.06 shall not apply to l... | Label: Compliance With Laws |
663e05a3-ac6e-425a-8a78-9159a8f252e1 | Clause:
No party of this Agreement shall be entitled to assign his or its interest herein without the prior written approval 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, As... | Label: Assignments |
1a6f4665-f53b-4231-9ea6-33d86047f788 | Clause:
The Executive shall be entitled to three weeks paid annual vacation taken at such times as are reasonably convenient to the Executive, provided that such vacation times do not substantially interfere with the performance of his duties hereunder.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Vacations |
51a1c0c6-5b1e-46a8-bda4-7bc26485f9c2 | Clause:
No representation or warranty of US Lighting contained in this Agreement and no statement or disclosure made by or on behalf of US Lighting to LXRT pursuant to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact or omits to state a material fact necessary to... | Label: Disclosures |
a192f605-ec16-4ee1-a217-99662eac3932 | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an inju... | Label: Specific Performance |
4cab1cc8-0ae9-4f00-bec3-fbeaef1607ef | Clause:
Except as otherwise expressly provided, capitalized terms used in this Agreement (including in the preamble hereto) and its exhibits shall have the meanings given in this Section 1.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Definitions |
964d4e77-a6ac-4e53-a976-3982b25a0d7f | Clause:
Assignment or attempted assignment by each Seller Party of this Agreement or any rights hereunder without first obtaining the specific written consent of Buyer, or the granting by each Seller of any security interest, lien or other encumbrances on any Purchased Assets to any person other than Buyer, the grantin... | Label: Assignments |
8e7614c4-e25b-442f-bb98-500566467867 | Clause:
Unless otherwise defined herein, terms defined in the Existing Forbearance Agreement or the Loan Agreement and used herein shall have the respective meanings given to them in the Existing Forbearance Agreement or the Loan Agreement, as applicable .
Task: Classify this clause into ONE of these types (exactly on... | Label: Defined Terms |
631982a2-4bd2-40fb-ab4a-43345edd1ce0 | Clause:
To the extent not prohibited by applicable law which cannot be waived, each of the Company and the Purchaser hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, action, or cause of ac... | Label: Waiver Of Jury Trials |
81414050-4795-40a1-a5bc-f19114d30ab1 | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile or by electronic transmission, and addressed in each case as specified on Sch... | Label: Notices |
bde1d4ff-33e3-48ab-ba1f-c24d864055c0 | Clause:
(a) Each Loan Party will comply (i) in all material respects with all applicable Sanctions and (ii) with all other Applicable Laws (including, but not limited to, ERISA, Environmental Laws (including, but not limited to, not releasing or disposing of any Contaminants except in compliance with all Environmental ... | Label: Compliance With Laws |
e07f0179-c0b6-4f4f-a358-542c752f0551 | Clause:
All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations and not to damage the Building or Lot or interfere with Building construction or operation and, except for ... | Label: Insurances |
1bf3aa0c-5df5-45f0-a246-7d0217904f44 | Clause:
If an Event of Default occurs and is continuing, then and in every such case the Agent shall, at the request of, or may, with the consent of, the Required Lenders (i) declare the Commitment of each Lender to make Loans to be terminated whereupon such Commitments and obligation shall be terminated, and (ii) decl... | Label: Remedies |
fa4e4d22-43e1-423f-9b1c-1329c5a85a9d | Clause:
Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Closing and shall remain in full force and effect until the date that is eighteen months from the Closing Date; provided , that the representati... | Label: Representations |
48653a2e-8166-4f13-9515-ee5b98922e32 | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party and each Subsidiary thereof has, after giving effect to any extensions granted or grace periods in effect, duly filed or caused to be filed all federal, state and other tax returns required by Applicable Law to be fi... | Label: Payments |
ce4bbd94-5ebb-4362-bec7-e8f1d4bc7c34 | Clause:
Subject to making the Concession Payment described in Section 4 hereof, Licensee will be entitled to all revenues from operations of the Leased Premises and will be responsible for all expenses associated with the Business, including (a) all insurance to be maintained by Licensee in accordance with this Agreeme... | Label: Expenses |
96f5bc90-f341-4553-862a-e90f7844cffd | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Executive may not assign any right or obligation hereunder without Company’s prior written consent. Company may assign its rights and obligations here under to any successor in interes... | Label: Assignments |
53dfcabe-6d4b-4db7-9099-7794c2b1e819 | Clause:
Without the prior consent of the Operator, the User shall not create or incur any mortgage, lien, charge, or encumbrance of any kind with respect to any of his rights under this Agreement, the Aircraft, or any part thereof. If such encumbrances come into existence as a result of any act or omission of the User,... | Label: Liens |
ab39a6f2-c33a-4731-96d3-64186355fd35 | Clause:
Notwithstanding any term or provision of this Agreement which may be construed to the contrary, each Eurodollar Advance shall be in a principal amount of no less than $1,000,000 and in an integral multiple of $500,000 in excess thereof, and at no time shall the aggregate number of all Eurodollar Advances then o... | Label: Miscellaneous |
a79ea1d7-46a0-4be7-95c6-91d5554391a3 | Clause:
Cessation or termination of Executive’s employment with the Company shall not result in termination of this Agreement. The respective obligations of Executive and the Company as provided in Sections 3(e), 5, 6, 7 and 8 of this Agreement shall survive cessation or termination of Executive’s employment hereunder.... | Label: Survival |
246417fe-5936-4a3f-9749-7c3ea1075732 | Clause:
The Stock Option Agreement (as amended by this Amendment), dated as of October 10, 2014, contains the entire agreement between the parties concerning the option to purchase common stock of the Company granted to the Optionee on October 10, 2014, and supersede all prior agreements, written or oral, between the p... | Label: Entire Agreements |
78e6e390-3757-41a6-ac39-72937af4473f | Clause:
The Option shall terminate and may no longer be exercised if Grantee ceases to provide Service to the Company or its affiliates, except that: (i) if Grantee’s Service shall be terminated for any reason, voluntary or involuntary, other than for “Cause” or Grantee’s death or disability Grantee may exercise the Op... | Label: Forfeitures |
1d6b29f8-5049-47dc-afda-2c67b42d9c76 | Clause:
The Borrower shall pay to the Administrative Agent all reasonable costs and out-of-pocket expenses of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto or thereto, including, without limitation, the Fee Letter d... | Label: Expenses |
26c1402d-38ef-4244-acb4-b461a7be5673 | Clause:
Oversight Servicer has all requisite organizational power, authority, and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement, and to perform all of its obligations hereunder. Oversight Servicer does not believe, nor does it have any cause or reason to believe,... | Label: Authority |
bddd7bdf-ace7-42d6-a272-ae620b064a0a | Clause:
This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law and choice of law that would cause th... | Label: Governing Laws |
5998f8a5-ab92-4867-8b05-7fbc6d8711d6 | Clause:
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any... | Label: Indemnifications |
d4a29874-6c52-4b70-bf0c-b082886912b7 | Clause:
As soon as possible and, in any event, within ten (10) days after any Loan Party, Borrower Subsidiary, or any ERISA Affiliate knows of the occurrence of any of the following which could reasonably be expected to have a Material Adverse Effect, deliver to the Administrative Agent a certificate of an executive of... | Label: Erisa |
80771c87-a0c6-411f-934a-a1c18cb81e46 | Clause:
The parties hereto acknowledge that this Agreement and the Exhibits hereto set forth the entire agreement and understanding of the parties as to the subject matter hereof, and supersedes all prior discussion, agreements and writings in respect hereto. The Company shall reimburse Ms. Simonet for reasonable legal... | Label: Entire Agreements |
1983bf98-5310-43d4-8b2e-a6e8bcddb633 | Clause:
If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than tho... | Label: Severability |
dd2290a8-5030-4eab-a249-284200e803fd | Clause:
The authorized capital stock of the Company as of the First Closing will be as set forth in the Company’s SEC Filings (as defined below). All issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of any preempt... | Label: Capitalization |
8bcb9251-534f-4f35-bf0f-d50ad33d0d1f | Clause:
The Parties agree: (a) to furnish upon request to each other such further information; (b) to execute and deliver to each other such other documents; and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the docum... | Label: Further Assurances |
b0461fe3-5b13-4577-b47d-b06e242b2b08 | Clause:
Covered Entity and Business Associate agree to enter into good faith negotiations to amend this Agreement to come into compliance with changes in state and federal laws and regulations relating to the privacy, security and confidentiality of PHI. Covered Entity may terminate this Agreement upon thirty (30) days... | Label: Amendments |
8d2b81de-0a18-405e-bd76-40fb1e430f42 | Clause:
Schedule 3.2(x) of the Disclosure Letter sets out a list of insurance policies which are maintained by Corporation. Corporation is not in default with respect to any of the provisions contained in the insurance policies or the payment of any premiums under any insurance policy, nor has Corporation failed to giv... | Label: Insurances |
c5e8a861-2833-42bd-b187-438e2694ccb8 | Clause:
The Plan, the granting of this RSU, and any obligations of the Company under the Plan, shall be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exch... | Label: Compliance With Laws |
b9f77451-ff52-497a-b800-1032f59aa812 | Clause:
The Company and/or its Affiliates shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company and/or its Affiliates, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s employment tax obligations) requ... | Label: Tax Withholdings |
6b0e9bac-1484-4509-8738-c4dc512cd2d5 | Clause:
The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby and the other Transaction Documents will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a... | Label: No Conflicts |
2a2719a6-ab2f-49b0-8c08-d5c6c9846dda | Clause:
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements and arrangements with respect thereto, whether written or oral. The provisions of this Agreement shall be regarded as divisible and separate; ... | Label: Entire Agreements |
32d0ed41-98df-4c10-9bee-ff6dab336d31 | Clause:
Either Party's failure to enforce any provision of this Agreement shall not act as a waiver of that or any other provision. Either Party's waiver of any breach of this Agreement shall not act as a waiver of any other breach.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Waivers |
64ff3a90-5e73-4410-b5c9-b911e294cb15 | Clause:
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against TDG or BDIC, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used ... | Label: Interpretations |
e36827a9-080a-4988-b353-a7fa8f67ed1f | Clause:
Without limiting or diminishing the effect of Section 8 or Section 12 hereof, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Binding Effects |
f21d1edc-273f-4bc0-93b2-869f4f1700e7 | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
7a7d30ef-04c0-4bcd-9074-5d8c72a8b8df | Clause:
The parties acknowledge and agree that in the event of a breach or threatened breach of its covenants hereunder, the harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable remedies, each non-breaching party shall be entitled to apply ... | Label: Specific Performance |
fdc4f51b-8bfc-4a17-9ebc-d82d005a86d5 | Clause:
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company in connection with the issuance or delivery of shares of Common Stock upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer taxes with respect to this Warrant or suc... | Label: Taxes |
627e226c-67e5-40a4-92e4-fa65c56b5b23 | Clause:
The Company shall pay the Executive a lump sum cash payment, no later than 10 days after the Termination Date, in an amount equal to the Executive's Base Salary multiplied by a factor of two (2).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Base Salary |
855ad217-7f31-4913-8074-2413f750c0fd | Clause:
The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, d... | Label: Publicity |
93542e6a-1146-43d2-b4f9-fb316615cd81 | Clause:
Borrowers agree that in any action or proceeding brought on or in connection with this Revolving Secured Promissory Note (i) any New York State or Federal court sitting in New York County, New York, shall have jurisdiction of any such action or proceeding, (ii) service of any summons and complaint or other proc... | Label: Jurisdictions |
ff551ef3-092e-4936-ad89-213e7041c02a | Clause:
The Board may amend or terminate the Plan as it shall deem advisable; provided that no change shall be made that increases the total number of Shares reserved for issuance pursuant to Awards (except pursuant to Section 13 above) unless such change is authorized by the shareholders of the Company. A termination ... | Label: Terminations |
8ad67b74-d291-4f58-bc9b-65e162af4778 | Clause:
Except as set forth on Schedule 8.5 , there is no action, suit or proceeding at law or in equity by or before any court or any federal, state, municipal or other governmental department, commission, board, bureau, instrumentality or other agency, domestic or foreign, pending or, to the knowledge of the Credit P... | Label: Litigations |
eef34e3c-726a-45e9-9fa5-c1fc32244479 | Clause:
Each of the Credit Parties and each of their Subsidiaries has timely filed or caused to be timely filed all federal income Tax returns and all other material Tax returns required to be filed by any Credit Party and/or any Subsidiary. Each of the Credit Parties and each Subsidiary has paid all federal income Ta... | Label: Taxes |
c2132ecf-8023-441c-931d-e868ceb5fd58 | Clause:
Except as set forth or incorporated by reference in the Company’s SEC Reports, none of the officers, directors or employees of the Company is presently a party to any transaction that would be required to be reported on Form 10-K with the Company or any of its Subsidiaries (other than for ordinary course servic... | Label: Transactions With Affiliates |
41247675-eeb3-41b4-9fc4-51c60049169b | Clause:
The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s certificate of incorporation or bylaws or any material law or regulation of any Governmental Autho... | Label: No Conflicts |
5ad08e41-5a6c-4a1c-ab00-40f3d4ad8301 | Clause:
This Credit Agreement and any amendment, waivers, consents or supplements hereto or in connection herewith may be executed in one or more counterparts (and by different parties in different counterparts), each of which when executed and delivered shall be deemed an original, but all such counterparts together s... | Label: Counterparts |
f98e148a-7152-4286-b5f6-2ac97233de1d | Clause:
Neither Company nor, to the Knowledge of Company, any directors or officers, agents or employees of Company, has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any mo... | Label: Compliance With Laws |
41f2f440-d59c-4ad6-8b12-a82870212da9 | Clause:
The rights and remedies of the Holder under the Note shall be cumulative and not alternative. No waiver by the Holder of any right or remedy under the Note shall be effective unless signed by the Holder. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver th... | Label: Waivers |
c251de17-9ccf-44e4-91d5-a9f8eab74fc0 | Clause:
If any provision of this Note shall be held to be unenforceable by a court of competent jurisdiction, such provisions shall be severed from this Note and the remainder of this Note shall continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Severability |
0a70a773-4c03-40ee-99d6-cfc7b80a474f | Clause:
The capitalization of the Company is as set forth in the Registration Statement, the Base Prospectus, the Prospectus and the Prospectus Supplement. 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 s... | Label: Capitalization |
5f2e0279-fd9d-4511-90c8-1024cf39571f | Clause:
Subject to the satisfaction of the foregoing requirements, an Employee shall participate in the Plan during each period of his Service from the date on which he first becomes eligible until his termination. For this purpose, an Employee who returns before five (5) consecutive Breaks in Service who previously sa... | Label: Participations |
bb01b104-72fb-4307-9ff3-c7355f8d77fe | Clause:
Holdings and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate actions and for which Holdings or such ... | Label: Taxes |
cf95c86e-d0fe-4251-9337-d7c1dc19e51e | Clause:
Each Party shall maintain complete, current and accurate records of all work conducted by it under the Initial Development Plan or other Development Plan prepared pursuant to Section 4.8, and all Data resulting from such work. Such records shall fully and properly reflect all work done and results achieved in ... | Label: Records |
e188e083-68be-45ca-8311-00a9fa049613 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to... | Label: Integration |
55335423-9488-467c-a9bc-978cde2c9290 | Clause:
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 11.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Headings |
f0e1f956-596f-436a-9c06-05f1218f8b83 | Clause:
Either party hereto or Regional Brands may terminate this Agreement upon sixty (60) days’ prior written notice to the other party for any reason or for no reason. In connection with any such termination, Lorraine agrees to cooperate with the Company in transitioning any responsibilities of Lorraine to a new ser... | Label: Terminations |
edf532ca-e02b-4cef-8e63-d4607835662e | Clause:
The Owner will comply with all applicable Anti-Corruption Laws, applicable AML 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, Authori... | Label: Sanctions |
5bebd917-8496-4808-ae04-e8d776777c3e | Clause:
Each of the Parties hereto irrevocably and unconditionally confirms and agrees (a) that it is and shall continue to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware and (b)(i) to the extent that such Party is not otherwise subject t... | Label: Consent To Jurisdiction |
88416df1-e254-4e72-8121-84e4fc0e0b16 | Clause:
The Plan may be amended or terminated at any time by action of the Board. However, no amendment may, without stockholder approval, except as set forth in Section 3.2 herein, (i) increase the aggregate number of Shares available for Awards, (ii) extend the term of the Plan, (iii) materially expand the types of a... | Label: Amendments |
52c3d912-cf05-4d86-a772-d35216b6e699 | Clause:
The purpose of this Section 13 is to protect the Company and its subsidiaries and affiliates from Injurious Conduct. To the extent that this Section 13 is not fully enforceable as written, the unenforceable provisions shall be modified so as to provide the Company with the fullest protection permitted by law. T... | Label: Enforceability |
44148609-8a6a-457c-a4f3-6806c0fa8723 | Clause:
Except as otherwise provided in this Section, the outstanding principal balance of the Revolving Loans and all other Obligations shall be repaid on or before the Revolving Loan Maturity Date. The principal amount of the Revolving Loans outstanding from time to time shall bear interest at the Interest Rate. The ... | Label: Payments |
c0a2b4ac-3df3-4f4e-b159-b9ddd90c03c4 | Clause:
No omission or delay by either party at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the other party at any time designated, shall be a waiver of any such right or remedy to which such party is entitled, nor shall it in ... | Label: No Waivers |
3fe93f65-0e36-4ca2-b95f-7f1cdb594419 | Clause:
If any provision of this Amendment Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid... | Label: Severability |
957c3e99-8578-4c96-8870-b1f3d7098ec0 | Clause:
The Agreement may be executed simultaneously in two counterparts, either one of which need not contain the signature of more than one Party but both such counterparts taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Counterparts |
4a91e06b-d46a-4894-bf83-236e84ea5702 | Clause:
(a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than the Borrower, Holdings, and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a tran... | Label: Transactions With Affiliates |
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