id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
bca1151d-c7c5-45ae-b7e9-5aef70bc723d | Clause:
The General Partner shall have the power to amend this Agreement, provided that consent of the holders of a majority of the Class A Common Units, Class B Common Units, Class D Common Units and/or Preferred Units, each voting as a separate class, shall be required if such amendment (whether made directly or purs... | Label: Amendments |
bb71a96c-25c6-455a-a542-a861e6cae9ae | Clause:
If you breach any term of the Agreement, any delay by Parent or Company in enforcing the Agreement shall not be deemed a waiver or acceptance. No waiver shall bind Pier 1 unless supported by consideration, executed in writing by the party to be bound, and delivered to you by an authorized officer or agent.
Tas... | Label: Waivers |
39571e14-cb87-4872-83aa-a665a1bbf899 | Clause:
Borrower shall execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary, to (a) evidence, preserve and/or protect the Property at any time securing or intended to secure the Indebtedness, and/or (b) enable Lender to perfect, exerci... | Label: Further Assurances |
e76a38b8-a400-47e9-8dbf-2d537ccae2f4 | Clause:
Upon occurrence of the effective date of the proposed joint prepackaged chapter 11 plan of reorganization contemplated by the Restructuring Support Agreement (the “ Plan Effective Date ”) and the consummation of the First Lien Exit Facility (as defined in the Restructuring Support Agreement) , the Anticipated... | Label: Waivers |
c2933896-3db6-4b06-9c2b-4c5cba3d7e08 | Clause:
The foregoing allocations are intended to reflect each Partner’s economic interest in the items being allocated in conformance with applicable Treasury Regulations. The General Partner shall have the right to modify the foregoing allocations as well as the provisions for maintaining Capital Accounts if the Gen... | Label: Modifications |
d91aaac3-d78b-4e60-853c-adc8de31de63 | 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 |
fd5f3e6a-9185-4644-94dd-c8239c463472 | Clause:
Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become vested and/or exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that , except to the extent necessary to comply with applicable foreign law, the term of a... | Label: Terms |
570fbc2b-ca88-4c9d-8276-7519c7b3b3bd | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (A) filings necessary to perfect or maintain the perfection of the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent,... | Label: No Conflicts |
07ff5967-6de0-4332-89ac-a11eb6b03b29 | Clause:
Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Seller, (i) 30,000 Company Shares (the " Purchased Shares "), free and clear of any and all mortgages, pledges, encumbrances, liens,... | Label: Sales |
11826bf9-3763-425d-a0e0-a67780c8ef72 | Clause:
The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any arrangement with any other Person providing for the leasing by the Borrower or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by the Borrower or any of its Subsidiaries to suc... | Label: Sales |
75c2e29d-fc30-499a-9be7-cc411436d9d7 | Clause:
Any notice, payment or communication required or permitted to be given by any provision of this Grant Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed as follows: (i) if to the Company, at the address set forth on the signature page, ... | Label: Notices |
f10b815b-9a53-4d19-aaa5-c02b79ad3264 | Clause:
Executive agrees that he will not make any disparaging statements about the Company, or any of its services, p roducts, officers, directors, employees, customers, or channel partners except to the extent that such statements are made truthfully in response to a duly-issued subpoena or other compulsory legal pro... | Label: Non-Disparagement |
d924e42c-9d67-49c7-8ccd-bf44fa391592 | Clause:
The term of this Agreement (the “ Term ”) will commence on the Effective Date and will continue, unless otherwise agreed between the Parties, for a period ending on the fifth (5 th ) anniversary of the Effective Date. Thereafter, the Term shall be automatically renewed for successive two- (2) year periods, unl... | Label: Terms |
4a08a628-cd8d-4bc2-bc3a-6f8a60a62e23 | Clause:
Each of the Subsidiary Borrowers and each of the Subsidiaries of the Borrowers (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) h... | Label: Subsidiaries |
76504c4d-d831-4c7d-a4b2-610c1bfd1da9 | Clause:
Effective on your Employment Date, your base salary will be set at an annual rate of 320,000 Euro, an increase from the 275,000 Euros in the original offer to account for the higher effective tax rate in Italy. Your base salary will be paid in accordance with the appropriate local payroll cycle. Your compensati... | Label: Base Salary |
85cb2199-c834-4ca3-ba42-a52ddb92279b | Clause:
The SPV shall request an Investment hereunder, by request to the Administrative Agent given by facsimile in the form of an Investment Request at least three (3) Business Days prior to the proposed date of any Investment (including the initial Investment). Each such Investment Request shall specify (i) the desir... | Label: Notices |
5343532b-d608-4b65-91d4-8208219ef12d | Clause:
All notices and other communications of any kind which either party to this Agreement may be required or may desire to serve on the other party hereto in connection with this Agreement shall be in writing and may be delivered by personal service or by registered or certified mail, return receipt requested, depo... | Label: Notices |
cac16ad7-4f88-4a65-b9f5-019c15d85564 | Clause:
This Agreement and any claims related to the subject matter hereof may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facs... | Label: Counterparts |
4e92c631-4000-49ac-b4d0-96d910e2c549 | Clause:
The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (i) as a consequence of any failure by the Borrower to make any payment wh... | Label: Indemnity |
fb1abd1a-7043-428d-b28c-2d7a2f0f46bf | Clause:
This Amendment shall become effective upon execution of this Amendment by the undersigned and the execution of substantially identical amendments by the Requisite Purchasers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Effectiveness |
c6e2dcd2-b43d-4e6e-a0da-80e0dfb7c5a9 | Clause:
The Company shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third Parties as necessary in connection with the transactions contemplated hereby have... | Label: Consents |
29fc3cec-a2ea-4f62-b672-f0d70d981a9c | Clause:
The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and the other parties thereto, enforceable in accordance with their respective terms, except as may be limited by (i) laws relating to or affecting creditors' rights and remedies generally and (ii) general principles of eq... | Label: Enforceability |
bfa876fa-c0df-4fa2-bdce-264e08cbb58c | Clause:
There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any Senior Officer, threatened in writing against or affecting the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjo... | Label: Litigations |
54cb51a5-3beb-4bf6-a37a-158b2a399286 | Clause:
The validity, interpretation, construction and performance of this Second Amendment shall be governed by the laws of the State of Florida, without regard to its conflicts of law principles. Except as specifically amended by this Second Amendment, the Employment Agreement, as amended by the First Amendment, shal... | Label: Miscellaneous |
421c8343-2416-4cdc-b4e2-006f9b955569 | Clause:
The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 10:00 a.m., local time, at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York, on the third Business Day after all the conditions to the obligations of the Parties hereunder set ... | Label: Closings |
f77e1358-db44-46ad-9b06-7dad33a240e9 | Clause:
If the Optionee’s employment is terminated within two years following a Change in Control involuntarily (except for Cause) or, in the case of participants designated as executive management at the time of the Change in Control, voluntarily for Good Reason, each unvested Option will immediately vest and remain e... | Label: Change In Control |
34640938-9a27-4f03-94f2-7687a817ca95 | Clause:
During and after the Term, the Company shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, incl... | Label: Indemnifications |
5bca7bed-94d1-476c-a39d-45a42f31ccef | Clause:
Except as otherwise permitted under Section 6.3 or Section 6.4 , at all times maintain and preserve in full force and effect its existence (including being in good standing in its jurisdiction of organization) and except to the extent that the failure to do so would reasonably be expected to result in a Materia... | Label: Existence |
4b5ec805-bd1d-4f29-9bc9-4bb31a681976 | Clause:
Each Borrower will not, and will not permit any of its Subsidiaries or Parent to, use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contem... | Label: Use Of Proceeds |
32c316cc-1a20-4236-a3c8-89b8acfdfcdf | Clause:
The Incremental Revolving Credit Lender hereby authorizes the Borrower, each other Loan Party and the Administrative Agent to enter into the Amendment No. 1 to Closing Date Intercreditor Agreement and Amendment No. 1 to Second Lien Security Agreement, in each case in the form as attached hereto as Annex I and A... | Label: Further Assurances |
296b605a-e3c4-4e82-a0f8-ca4d7581d49b | Clause:
This Agreement, including the Exhibits and Schedules to this Agreement, the Specified Documents and the Contribution Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained in this Agreement. This Agreement supersedes all prior agreements and unde... | Label: Entire Agreements |
5afefe5b-6c0c-4d42-a370-06661f8e9c6d | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed one and the same instrument. This Agreement may be executed in counterparts and may be delivered via fax or scan which shall have the same full force and effect... | Label: Counterparts |
a05456ff-b6a4-4dcd-96b2-c19c20313bd0 | Clause:
The Grantee agrees to sign such additional documentation as the Company may reasonably require from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Cooperation |
4c34efd5-7ffa-48ef-b526-65f49df93d99 | Clause:
This Third Amendment shall become effective as of 12:01 a.m. Eastern Standard Time on the date when the Administrative Agent (or its counsel) has received counterparts of this Third Amendment duly and validly executed and delivered by duly authorized officers of each Borrower, the Administrative Agent, and the ... | Label: Effectiveness |
3ec7687c-3d2d-4a4a-88dc-53d59984fc1c | Clause:
Effective _____________ (the “Grant Date”), grantee has been awarded Restricted Stock Units (“RSUs”) representing ______ shares of Common Stock of The Hershey Company (the “Company”). Each RSU represents the right to receive a share of the Company’s Common Stock, $1.00 par value, at a future date and time, subj... | Label: Effective Dates |
d2578289-fc0b-423e-8151-497d5d21aef1 | Clause:
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor accompanied by an invoice setting forth in reasonable detail the calculation of the amount of such demand.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Payments |
fee040cd-fae2-4a4a-9281-71deda2b8f14 | Clause:
All computations of interest for Base Rate Loans calculated by reference to the “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed... | Label: Fees |
c5068775-5830-45c2-8d3b-d68533abff4b | Clause:
Each Party will maintain the Confidential Information of the other Party in accordance with Article 11 of the License Agreement. The Parties agree not to disclose any financial terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as required by Applicabl... | Label: Confidentiality |
3dd343f8-4eb2-496e-b050-869515cfc37e | Clause:
The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Headings |
76bf7d12-6e42-485f-8aca-76dfa4b9715b | Clause:
Subject to the satisfaction or waiver of the conditions set forth in Article IX , the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Ellenoff Grossman & Schole, LLP, 1345 Avenue of the Americas, New York, NY 10105, on the third (3 rd ) Busine... | Label: Closings |
30dcbbd5-a4c4-477a-9ddd-88bfa4d3964e | Clause:
Each Grantor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are cus... | Label: Insurances |
da54fc44-20b5-4227-9583-84033b163a21 | Clause:
All requisite corporate action necessary to authorize the execution, delivery and performance by Parent of this Agreement and all Other Transaction Documents to which it is a party has been taken. This Agreement and all Other Transaction Documents to which Parent is a party constitute the valid and binding obli... | Label: Authorizations |
8e3e6a33-8555-484d-b6ae-9e2875d9339e | Clause:
This Amendment shall for all purposes be construed in accordance with and governed by the laws of the State of Indiana. The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
10ae9afa-a142-49d0-b45b-526e8ec4e1ec | Clause:
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no w... | Label: Severability |
05285e0f-ffeb-43eb-aae7-a434eecf5118 | Clause:
Each party hereto, without expanding such party’s obligations under the Restructuring Support Agreement other than as specifically contemplated hereby, shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates... | Label: Further Assurances |
aaeac60c-c6a6-4915-8ca2-7233daa4a23a | Clause:
The Company will reimburse Executive for all reasonable, documented expenses of types authorized by the Company and incurred by Executive in the performance of his duties hereunder. Executive will comply with such budget limitations and approval and reporting requirements with respect to expenses as the Company... | Label: Expenses |
22e5c2fd-a519-4c4c-b3e9-2facd28187a9 | Clause:
The Company hereby agrees to employ the Executive, and the Executive agrees to be employed by the Company, as President of Holdings and the Company and, upon such date as determined by the board of directors of Holdings (the “ Board ”) but in no event later than December 31, 2017, the Executive shall be appoint... | Label: Terms |
d86939a3-429c-47d7-92de-820ff6202ace | Clause:
This IP Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of the Manitowoc ParentCo Board of Directors without the approval of any person or entity, including SpinCo, in which case no party will have any liability of any kind to any other party by reason of this IP ... | Label: Terminations |
74631394-b992-4060-9b16-51b766e991a1 | Clause:
The Investor covenants that it shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that it may purchase from the Company pursuant to this Agreement which (or whom) shall be unaffiliated with the Investor (the “ Broker-Dealer ”). The Investor shall provide the Company with all inf... | Label: Brokers |
de2f185c-9959-4266-b8a8-8a76d26725ba | Clause:
Neither party shall have the right, subject to Section 11 hereof, to assign the Executive's rights and obligations with respect to his actual employment duties without the prior consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Assignments |
461732c4-8c4c-4cab-a858-97813293b149 | Clause:
Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in such Protected Partner’s sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in... | Label: Waivers |
4aadfffc-c6d2-4a14-8d43-e5d0e5620973 | Clause:
Holdings and each of its Subsidiaries has conducted its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to prom... | Label: Anti-Corruption Laws |
29ef736d-5496-4684-8955-fcce7afea54a | Clause:
In the event of a Termination of Service for any reason, the unvested portion of the Participant’s Option shall be immediately forfeited and all rights thereunder shall cease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: General |
c400a9d9-1a9a-4075-8165-e09c7987e5e8 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
881a8ad0-f892-4325-9bd6-c371889d8c09 | Clause:
The proceeds of the Revolving Credit Loans shall be used for (i) the acquisition of a Property; (ii) the repayment (in whole or in part) of existing mortgage debt on a Property; and (iii) Renovation Expense Loans and Operating Expense Loans in the aggregate not to exceed the lesser of (x) $15,000,000 or (y) 15%... | Label: Use Of Proceeds |
956cd81a-22c4-4ccb-88df-e5d8195ed4ce | Clause:
Any notice to be given pursuant to this Agreement shall be sent by certified mail, postage prepaid, or by facsimile (with a copy mailed via first class mail, postage pre-paid) or delivery in person to the parties at the addresses set forth in the preamble to this Agreement or at such other address as either par... | Label: Notices |
a8d4d906-a3aa-418b-b53e-cdff3722c5e8 | Clause:
It will not make any change to its name (within the meaning of Section 9-507 of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records unless, at least thirty (30) days prior to the effective date of any such name change, change in type or jurisdiction of... | Label: Records |
292706bd-1e87-437f-9c20-684eb3144429 | Clause:
The Parties hereby agree that (i) this is an enforceable agreement; (ii) this Agreement constitutes the entire and only understanding of each of them with respect to the subject matter of the Agreement, and merges, supersedes and cancels all previous agreements and understandings, whether oral or written, with ... | Label: Entire Agreements |
5b76c13a-884d-45cf-a6ca-b93167b1ad65 | Clause:
Borrower has no Subsidiaries other than as identified on Schedule 4.08 attached hereto, as the same may from time to time be amended, modified or supplemented as provided herein. All of the issued and outstanding Capital Stock of each Subsidiary owned by Borrower is duly authorized, validly issued and fully pai... | Label: Subsidiaries |
93edaf07-f6c2-4c8c-99a5-9f9b3b6f47f5 | Clause:
This Agreement and the Disclosure Schedule and Exhibits hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. Neither party, in ent... | Label: Entire Agreements |
49db3e10-b3e7-4efd-ba6d-f0e1cd432ff8 | Clause:
Notwithstanding anything in this Section 4.5 to the contrary, as a condition to the receipt of any payment or benefit under this Section 4.5, the Executive must first execute and deliver to the Company, within 45 days following the Executive’s Termination Date, an effective release in the form set out in Exhibi... | Label: Releases |
af6a5bc2-f6cd-41a3-9a47-7a66ccb4c733 | Clause:
Subject to Section 5.9.2 [Payments Free of Taxes], all payments and prepayments to be made in respect of principal, interest, Facility Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers hereunder shall be payable prior to 11:00 a.m. on the date when due witho... | Label: Payments |
7302a6cd-c495-4bc5-87e3-d9cf58db9133 | Clause:
(i) No later than the third Business Day following the date of receipt by Borrower or any of its Subsidiary Guarantors, or Administrative Agent as loss payee, of (i) any Prepayment Insurance/Condemnation Proceeds or (ii) any Net Insurance/Condemnation Proceeds (other than Prepayment Insurance/Condemnation Proce... | Label: Insurances |
2aff2bf8-b486-486b-ad4e-b05a54549d34 | Clause:
Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or covenants of the other parties contained in this Agre... | Label: Waivers |
fbca8acc-5f29-425a-b6e6-95aa15de7417 | Clause:
The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exerci... | Label: Payments |
d163eda5-54c4-45ab-bc04-3b702dbf73be | Clause:
No right, power or remedy given Payee by the terms of this Note, or in the Loan Documents is intended to be exclusive of any right, power or remedy, and each and every such right, power or remedy shall be cumulative and in addition to every other right, power or remedy given to Payee by the terms of any of the ... | Label: Remedies |
b324968a-2f6f-451b-837d-27379b9ffe21 | Clause:
The Borrowers will, and will cause each of their Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including, without limitation, all Environmental Laws, ERISA and OSHA, except where the failure to do so, either in... | Label: Compliance With Laws |
01508704-d709-4f0a-8fe7-27bed20f16da | Clause:
Except as set forth on Schedule 3.21, (a) each product designed, manufactured, shipped, sold or distributed by or on behalf of any Group Company since December 31, 2015 (the “Products”) has been in material conformity with all applicable express or implied warranties, and (b) there is no pending or, to the Comp... | Label: Warranties |
231fdda0-0eee-48d6-aed3-745b9ea74dff | Clause:
(a) Patents . Schedule 11(a) hereto sets forth all of each Pledgor’s Patents issued from, and patent applications pending in, the United States Patent and Trademark Office (“ USPTO ”), including the name of the owner and the number of each such Patent, constituting Material IP Collateral. For purposes of this S... | Label: Intellectual Property |
f125dd9e-30f0-4bad-9884-d90f78476e83 | Clause:
The Borrower and its Restricted Subsidiaries (i) filed or caused to be filed all federal, state, provincial and other tax returns that are required to be filed and (ii) paid all taxes shown to be due and payable on said returns and all other taxes, fees or other charges imposed on it or any of its Property by a... | Label: Taxes |
c780e549-2bfb-4ebf-a7ad-b75d44f068b4 | Clause:
The proceeds of the Loans and the Letters of Credit will be used only for the purposes referred to in the preamble to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regul... | Label: Use Of Proceeds |
9b08bcfb-c54a-4775-a0d4-25edbf5e9a54 | Clause:
The Company intends to use the net proceeds from the sale of the Securities for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Use Of Proceeds |
1de9e1c9-2c65-4950-b2c5-5bc2eec4d9bc | Clause:
The Company shall reimburse Executive for all reasonable expenses (“ Expenses ”) incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to ... | Label: Expenses |
7c374ca1-3104-4716-b40f-d5088e2bf2db | Clause:
On the Closing Date, subject to the terms and conditions set forth herein, the Company shall sell, and the Purchaser shall purchase, Securities comprising 555,555 Series B Shares and Warrants to purchase 555,555 shares of Common Stock for an aggregate purchase price of $4,999,995, or $9.00 per Unit of Securitie... | Label: Closings |
a788d46e-ecfc-434c-9752-a3ef633e2401 | Clause:
The Lead Arranger (as of such date) shall have received the financial statements described in Section 5.05(a) of the First Amended and Restated Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Financial Statements |
674ec986-8ebb-4af8-a1b8-3a2e412b7bc2 | Clause:
Upon the occurrence of a Change in Control, the applicable Performance Period which contains the date of the Change in Control shall end, and the Committee shall determine the achievement of the Performance Goal in compliance with Section 4.1. Any remaining forfeiture restrictions on the Performance Shares for... | Label: Change In Control |
d81c4a18-2477-4d01-905b-4abb1c6b0fd1 | Clause:
As to any matter occurring or arising during the Executive’s employment with the Company or its Affiliates, the Company hereby covenants and agrees to indemnify the Executive and hold him harmless fully, completely, and absolutely against and in respect to any and all actions, suits, proceedings, claims, demand... | Label: Indemnifications |
5d3de9f5-0320-48bb-9f98-231cc9a81637 | Clause:
For purposes of this Agreement, the notice address of each party hereto shall be as set forth in the Existing 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... | Label: Notices |
bf491dee-8cbf-4019-9a9c-8609cf0930fb | Clause:
Borrowers shall give prompt notice to Agent of any litigation or governmental proceedings pending or threatened in writing against any Property, the Collateral, any Borrower, Manager, or Guarantor which might materially adversely affect any Property or any Borrower’s, Manager’s, or Guarantor’s condition (financ... | Label: Litigations |
82b45f6f-87af-42a2-8b66-e88d28b722dd | Clause:
Neither the Information Memorandum nor any of the other written reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as m... | Label: Disclosures |
ce044292-0b52-4463-800b-1d4f2fe5a759 | Clause:
BPLP and Akamai acknowledge (i) the Connector can only be constructed if the Connector Permits are obtained, all of which will be Akamai’s sole responsibility (except that BPLP or the 145 Landlord, at Akamai’s expense, shall obtain the building permit for the Connector (the “ Connector Building Permit ”)), and ... | Label: Construction |
806b0ec9-8484-485e-b92a-4939ed41c546 | Clause:
The Borrower has disclosed to the Lender all agreements, instruments and corporate or other restrictions to which the Borrower or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the... | Label: Disclosures |
04127520-9781-4221-a239-45caeae74997 | Clause:
The Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions, which may be required by any Requirement of Law or which the Lender may, from time ... | Label: Further Assurances |
befab472-ce1d-4f6d-82ff-fb7f2eb6d63c | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. De... | Label: Counterparts |
c9b88a2d-a06f-4699-a1bd-d745078b2495 | Clause:
The 2016-A Lease complied in all material respects at the time it was originated and, as of the 2016-A Cutoff Date, will comply in all material respects with all requirements of federal, State and local laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Compliance With Laws |
23135dda-2a0f-49e9-a402-419f0ae0ff0c | Clause:
Unless otherwise provided herein, any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with p... | Label: Notices |
55482ff2-bb7c-412c-a16b-6d671a1b921c | Clause:
By (i) 9:30 a.m. (Eastern time) on the Trading Day following the Closing Date, the Company shall issue a press release, disclosing the transactions contemplated by the Transaction Documents and the Closing and by (ii) 5:30 p.m. (Eastern time) on the fourth Trading Day following the Closing Date, the Company wil... | Label: Publicity |
c10bb74a-2b16-43ac-8022-3d49988bc507 | Clause:
The Borrower will not, nor will it permit any Subsidiary to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Borrower, any Subsidiary, and in the case of a Subsidiary, the Borrower or another Subsidiary) other than in the ordinary course of business of and... | Label: Transactions With Affiliates |
f6aba15d-b6ca-467e-9b67-12edb22476d9 | Clause:
Except as expressly provided in this Article IX , or otherwise agreed in writing by the Parties, the Parties agree that (a) each Party shall not disclose to any Third Party, and shall keep in confidence, all Confidential Information of the other Party, using the same degree of care with which it maintains the c... | Label: Confidentiality |
5c7ce03b-ab01-44a1-b2b2-652f0a632d64 | 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 no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Admin... | Label: Successors |
0096d47d-ce22-4776-9802-cf2b1b65de5e | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, except for ordinary wear and tear, if the failure to do so, either individually or it the aggregate, could reasonably be expected to resu... | Label: Insurances |
5d172a5c-b6b6-4494-befc-5be6b8f8777f | Clause:
Each Borrower hereby represents and warrants, on and as of the date hereof, that (i) the execution, delivery and performance by such Borrower of this Agreement and the transactions contemplated hereby have been duly authorized by all corporate, stockholder, partnership or limited liability company action requir... | Label: Warranties |
97615c1d-5d7b-473d-990f-3eb73c381112 | Clause:
Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local, and foreign taxes that are required to be withheld by applicable laws or regulations. All cash amounts required to be paid hereunder shall be paid in United States... | Label: Withholdings |
915edeab-7813-4a94-bfbc-0b1dec5d3db3 | Clause:
This Agreement together with the other Secured Credit Documents and the Pari Debt Documents represents the agreement of each of the Grantors and the Pari Debt Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Cred... | Label: Integration |
258754e3-f62e-4eb8-bc2a-d7ad67864ca3 | Clause:
The principle that an agreement should be construed against the party drafting the agreement shall not apply to this Agreement as both parties hereto have contributed substantially in the negotiation and drafting of this Agreement. The captions of this Agreement are inserted for convenience of reference only an... | Label: Interpretations |
ee2c7cd3-a1cc-40a6-a9da-433e5097242b | Clause:
The Debtor shall comply in all respects, including the conduct of its business and operations and the use of the Collateral, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse ... | Label: Compliance With Laws |
16573d65-8c19-492e-9f54-2fe8788d7ba8 | Clause:
Lender hereby waives Borrower’s obligations to deliver the lease subordination agreement and recordable easement or amendment to an existing easement, each from LOL Purina, under paragraphs 4 and 5, respectively of the Post Closing Agreement.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Consents |
a5f689bd-4859-4d30-8cdc-6afb93ebd7da | Clause:
The terms and conditions of this Stock Option Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs, and successors of the Participant.
Task: Classify this clause into ONE of these t... | Label: Successors |
217915f3-cce6-47f5-b3a4-1bc4db9fb95c | Clause:
There are no Claims pending against 180 or, to the Knowledge of 180, threatened against 180, the 180 Business, Assets, or any property or rights of 180, at law or in equity, before or by any Governmental Authority and (b) all worker’s compensation Claims outstanding against 180. 180 is not subject to any conti... | Label: Litigations |
c779ae87-8f69-4952-8482-422b7853cb0e | Clause:
To permit the Company to comply with applicable federal and state tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all federal and state payroll, income or other taxes required to be withheld by the Company with respect to the Award made hereunder (the “Required W... | Label: Tax Withholdings |
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