id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
dfc5d57c-f6d7-4836-8726-decadceb484c | Clause:
Except to the extent preempted by ERISA or the Code, the laws of the State of Ohio shall govern the Program and any disputes arising thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Applicable Laws |
ef989672-ee1b-4552-917b-e75e417d75e2 | Clause:
The Borrower shall have paid, or will substantially simultaneously with the initial borrowing under the Initial Term Loans pay, all fees and reasonable expenses (including, without limitation, legal fees and expenses) of the Administrative Agent and the Lenders as and to the extent (a) required to be paid by th... | Label: Fees |
cbcde2ea-54d0-4783-a4f8-e1f9cb590438 | Clause:
Except as otherwise prohibited or authorized by law, EMPLOYEE agrees that he will not publicize or disclose the terms of this Agreement to the public generally except that EMPLOYEE may disclose the terms of this Agreement to his spouse, attorneys and/or tax advisors, provided they agree to equally be bound by t... | Label: Confidentiality |
f1a25d4f-3677-49cd-b10e-6ae21b7c0862 | Clause:
Each of the Buyers and the Company acknowledges and agrees that irreparable damage would occur to the other parties hereunder in the event that any of the provisions of this Agreement or the Transaction Documents were not performed by such party in accordance with their specific terms or were otherwise breached... | Label: Specific Performance |
d315ac2b-beb6-4b05-970e-b93f66d36223 | Clause:
This Agreement represents the entire agreement between the parties relating to the subject matter hereof. All previous agreements between the parties, whether written or oral, have been merged into this Agreement. This Agreement completely expresses the agreement of the parties relating to the subject matter ... | Label: Entire Agreements |
21f7670e-f72a-411f-a0c9-e8dab1d4c983 | Clause:
Each Medical Provider shall be subject to the initial approval of Company before he or she commences providing services at Facility. In addition, Practice, at the request of Company, shall immediately remove a Medical Provider from Facility for cause. For purposes of this Section 2.3.8 , “for cause” shall be ... | Label: Approvals |
8df9b1a4-1c34-42f4-af27-e25122f32340 | Clause:
The Issuer will not access, use or withdraw the proceeds of the Notes until such time as (i) the Lien on, and security interest in, all right, title and interest of the Issuer in the Collateral (other than the Litigation Proceeds and the Pledged Deposit Accounts), as security for the Secured Obligations, has be... | Label: Use Of Proceeds |
af88b5cf-298c-4ff2-8652-9fccf54d34a5 | Clause:
Except as set forth explicitly herein, this Agreement may not be amended or modified except by written agreement signed by Executive and Employer (and prior to the Effective Time, Pulaski Bank).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Amendments |
63ce51a2-eb28-4c2d-9cd6-f18c8bb83260 | Clause:
Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy or similar writing) and shall be given by hand delivery (including any courier service) or telecopy to any Partner at its address or telecopy number shown in the books and records of the P... | Label: Notices |
c8fa3d44-96f3-48d0-a36c-686653a3ecb6 | Clause:
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and, except as expressly provided in Section 2, supersedes all prior agreements and understandings, written or oral, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Entire Agreements |
c497aa86-08dd-4e57-84fe-3540ee31cf56 | Clause:
This Waiver and Amendment No. 6 shall be construed in accordance with the internal laws (without regard to the conflict of law provisions) of the State of Colorado, but giving effect to federal laws applicable to national banks.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Governing Laws |
3242e02e-d036-4574-93e1-cbe968ab9459 | Clause:
Notwithstanding anything in the Agreement to the contrary, you will not be entitled to, and shall not claim, any benefit under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, ... | Label: Compliance With Laws |
b60cb7c4-0325-47e8-8f24-5c189633c034 | Clause:
Any controversy or claim between Executive and RGP arising out of, relating to or connected with this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, shall be submitted to arbitration, to be held in Orange Cou... | Label: Arbitration |
cf233c49-38ee-4010-98f8-f28c3f7ed9c2 | Clause:
The equity granted under this Section 3 shall vest 100% in full on the one-year anniversary date of the grant date, provided , however , that equity granted by the Compensation Committee to a Non-Employee Director appointed to the Company after an AGM or to a Chairman appointed in the middle of the term, may ve... | Label: Vesting |
4865bd11-b214-412c-a29f-5fa14ac6380a | Clause:
The headings contained in this Agreement or in any Schedule to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Schedules referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in ful... | Label: Interpretations |
d49a7670-179b-4202-968c-3457f3d2c6b4 | Clause:
No waiver of any of the provisions of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or be construed as a further, continuing or subsequent waiver of any such provision or as a waiver of any other provision of this Agreement. No failure to exercise and no delay in... | Label: No Waivers |
ad3da57e-b7d1-4357-809c-40b185820024 | Clause:
Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (a) in the case of an amendment, by each of the parties, and (b) in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exer... | Label: Amendments |
7018a2fd-44d6-4dc9-9c04-ffc780b0bbbf | Clause:
Each of the Borrower and its Subsidiaries (or, solely with respect to any period prior to the consummation of the Spin Transaction, Manitowoc and its Subsidiaries) has timely filed or caused to be filed all Tax returns and reports required to have been filed (including the filing of extensions in respect thereo... | Label: Taxes |
9a1b9f52-508c-4ef9-aff2-8cfbafbb839e | Clause:
This Agreement is made under, and will be construed in accordance with, the laws of State of Maryland, without giving effect to the principles of conflict of laws of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
eb641308-4c24-46f4-8739-ef13f5425b25 | Clause:
THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, AND AGREE TO CAUSE THEIR AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEAL... | Label: Waiver Of Jury Trials |
7c3a429c-4213-4f5c-bc9c-6ad13878fba6 | Clause:
During the Employment Period and thereafter, the Executive will cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, the Executive being available to the Company upon reasonable notice... | Label: Cooperation |
a64d0451-a980-4114-b35e-e6a28d516cc1 | Clause:
The Borrowers agree, on a joint and several basis, (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution, delivery and admin... | Label: Expenses |
58a368f1-59cb-4645-97d4-d4b7c686dd24 | Clause:
The purchase and sale of the Shares shall take place on or before January 12, 2016; at such time and place as the Purchaser and Seller mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an a... | Label: Closings |
b9d8e619-8bb2-4d56-b7b2-838605888a70 | Clause:
In addition to all other amounts payable to the Executive under this Agreement, during the term of this Agreement and for a period of twenty (20) years following the Qualifying Event, the Company shall pay or reimburse the Executive for legal fees (including, without limitation, any and all court costs and atto... | Label: Expenses |
dc73943f-d63c-4d3d-b7f4-1c8ab1741266 | Clause:
Any notices permitted or required under the provisions of this Agreement shall be in writing and shall be personally delivered, mailed by certified mail, postage prepaid or by facsimile transmission (with proof of transmission) or shall be sent by overnight courier service to the address of the relevant party a... | Label: Notices |
d78815c5-2e5a-4fd0-85ba-63697397b9be | Clause:
The Executive shall report directly to the Company’s Chief Executive Officer or his designee (the “ MDC Executive” ), at such times and in such detail as the MDC Executive shall reasonably require. The Executive shall perform such duties consistent with his position or as may be directed by the Chief Executive ... | Label: Duties |
de0ec263-a1b7-449a-9b17-3ba60e6bf033 | Clause:
Any action which may be brought in a court of law with respect to this Agreement may be brought in the courts of the State of New Jersey or of the United States of America for the District of New Jersey, and the Executive accepts for himself and with respect to the Executive’s property, generally and unconditio... | Label: Submission To Jurisdiction |
a8d4f69e-941c-42d8-afa2-74f458bdbc34 | Clause:
Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court havin... | Label: Arbitration |
25afb9ec-845d-4ea4-8bb0-de257dc0fc91 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Ma... | Label: Brokers |
438b167a-65ea-45a0-8c45-a0d3998f7f25 | Clause:
If a claim, dispute, or controversy arises between any of the parties with respect to this Agreement, related agreements, (all of the foregoing, a “Dispute”), and only if a jury trial waiver is not permitted by applicable law or ruling by a court, any party may require that the Dispute be resolved by binding ar... | Label: Arbitration |
0bca9350-2b8c-420d-98d7-2726aae1e70e | Clause:
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 trade payables in the ordinary course of the Company’s business and prior practices)... | Label: Use Of Proceeds |
358ca3a0-4d2e-4541-8df8-fe81ef89466c | Clause:
Upon such Borrower obtaining knowledge thereof, such Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default by such Borrower, specifying the nature and existence thereof and what action such Borrower pr... | Label: Notices |
ea47d938-6660-4ae5-b502-d93f01c65638 | Clause:
The Executive and the Company waive any right to a court (including jury) proceeding and instead agree to submit any dispute over the application, interpretation, validity, or any other aspect of this Change of Control Agreement to binding arbitration consistent with the application of the Federal Arbitration A... | Label: Jurisdictions |
c2ad3fec-ba0f-455d-9a2c-039777c5c163 | Clause:
This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement... | Label: Enforceability |
4eec51cf-5d1d-4007-9e4c-3ec2f6f4cfd0 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and jurisdiction shall lie with the Courts located in the State of Illinois. For purposes of this Agreement, venue as to any dispute or controversy arising hereunder shall be in a State court of competent juri... | Label: Governing Laws |
84086262-a0ec-42dc-bf88-9e115301049f | Clause:
The Company shall be entitled to withhold from any payment due to Executive under this Agreement any amounts required to be withheld by all applicable federal, state and local law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Taxes |
7cbc45d4-19ff-4d82-b0c6-0dfeaa4326a9 | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Ta... | Label: Survival |
f52d75d2-dc5e-4232-b5bb-dfda04b6aac0 | Clause:
The Company shall use the net proceeds from the sale of the Units hereunder for working capital and general corporate purposes and shall not use such proceeds for: (a) the redemption of any securities of the Company, or (b) the settlement of any outstanding litigation.
Task: Classify this clause into ONE of th... | Label: Use Of Proceeds |
a4eb00ee-28d3-48ae-847d-c848d3304ea7 | Clause:
Nothing in this Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate your employment or other relationship at any time (with or without Cause), nor confer upon you any right to continue in the employ of, or other relationship with, the Company or its Affilia... | Label: Employment |
d42d1234-729b-463b-bf75-952c490892ed | Clause:
The “Effective Date” of the Agreement is December 22, 2015.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding... | Label: Effective Dates |
30624a2a-dacf-4712-af9b-5ff59c09f6bd | Clause:
Executive hereby agrees not to defame or disparage Company or any of its products, services, finances, financial conditions, capabilities or other aspect of any of its businesses, or any former or existing employees of Company, in any medium to any person or entity without limitation in time. Company shall ins... | Label: Non-Disparagement |
cd1f5a8c-795f-4ef6-aab1-24e0f4702f58 | Clause:
Except as otherwise provided in any Employment Agreement (as defined in Section 14 hereof) or determined by the Committee in its sole discretion or provided in Section 4, 5, or 6 hereof, the Shares shall vest and the Restrictions shall lapse and thereby terminate and be of no further force or effect on the thir... | Label: Vesting |
1ab10aff-d206-43ac-bdc1-f425d3d5215c | Clause:
No Borrower shall, nor shall it permit any other Loan Party to grant or permit to exist (voluntarily or involuntarily) any lien, claim, security interest or other encumbrance whatsoever on any of its assets, other than Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Liens |
09aaad4a-9b4e-4fb5-9fa8-6399155b40d1 | Clause:
Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreemen... | Label: Waivers |
9d0676a2-d6fb-402d-b069-d48e00341948 | Clause:
During the initial year of the Employment Term, for all the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“ Base Salary ”), at the annual rate of $__________, payable in installments at such times as the Company customarily pays its other employees. Executive’s Base Sa... | Label: Base Salary |
892e1333-1ddc-447e-8c9b-353cff3cc473 | Clause:
The masculine gender, when used in this Agreement, shall be deemed to include the feminine gender and the singular number shall include the plural, unless the context clearly indicates to the contrary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Construction |
1549cdcd-12b1-44b0-86f0-615dc8bb2715 | Clause:
The Company will reimburse each Designee that serves as a director for all reasonable costs and expenses (including travel expenses) incurred in connection with such director’s attendance at meetings of the Board of Directors or any committee of the Board of Directors upon which such director serves. The Compan... | Label: Indemnifications |
4516a764-1c51-40f9-a7c5-31d9cdf11301 | Clause:
The authorized, issued and outstanding capital stock of the Corporation as of June 30, 2016 is as set forth in the Offering Memorandum under “Capitalization.” Other than pursuant to exercises of options to purchase equity securities of the Corporation and the grant of restricted share of the Corporation’s comm... | Label: Capitalization |
8cd48c00-f13c-492a-b716-864d8390483b | Clause:
Executive represents and warrants to Ominto that (a) Executive has the legal right to enter into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms, and (b) Executive is not a party to any agreement or understanding, written or oral, a... | Label: Representations |
e0aea1d0-560b-4410-a282-4a7cebec3877 | Clause:
This Agreement supersedes any previous understandings or agreements among the parties, whether oral or written, with respect to the issuance and sale of the Purchased Common Units. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. No understanding, repres... | Label: Integration |
e6592f91-3f7b-4d36-8fcc-dadd22457d33 | Clause:
Set forth in Annex III is a complete and correct list of all of the Subsidiaries of the Parent Borrower as of the Effective Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding direct ownership interests in such Subsidiary and (iii) the... | Label: Subsidiaries |
ef6a1103-eee5-433d-99f4-13d4dc41ef42 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Investor and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss inc... | Label: Remedies |
43701cfe-3627-44b1-a7e1-092d3f595aa6 | Clause:
Executive shall serve as Chief Executive Officer of the Company and shall have such normal and customary duties and responsibilities commensurate with her position. Executive shall report directly to the Company’s Board of Directors (the “ Board ”). Executive shall devote her best efforts and all of her busine... | Label: Duties |
36d15fe3-46dd-4be8-b722-78c0f727ab59 | Clause:
Except as listed on Schedule 3 hereto, Schedule 3 to the Prior Perfection Certificate sets forth all pending actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes that would have a material adverse effect on the Collateral taken as a whole or the enforceability of any of the S... | Label: Litigations |
e66fabe9-1665-4814-8c72-1aa9b256b643 | Clause:
The Partnership is a limited partnership organized pursuant to the provisions of the Act. Except as expressly provided herein, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be pers... | Label: Organizations |
01c9c644-a7ad-4274-92f2-41905b6c2d26 | Clause:
During the Term, the Executive ’ s annual base salary shall be $ 340,000 . The Executive ’ s base salary shall be re - determined annually by the Board or the Comp ensation Committee and shall be subject to increase but not decrease while serving in this role . The annual base salary in effect at any given ... | Label: Base Salary |
c5f43297-2273-4a00-bff2-4a4dab68aa90 | Clause:
Subject to the terms and conditions of this Agreement, the closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m., Cincinnati time, on the date of execution of this Agreement, provided that all of the conditions to Closing set forth in Article VII have been satisfied or waived, at the offices of... | Label: Closings |
b2839b8f-5917-4140-8239-adc5b0da1e8e | Clause:
After this transaction, the Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities such that the rules of the Trading Market would require ... | Label: Integration |
f7bcadfd-c3ed-4111-8090-67871e3cbb13 | Clause:
The Company will provide financial statements to each Participant prior to such Participant’s purchase of Shares under this Plan, and to each Participant annually during the period such Participant has Awards outstanding; provided, however, the Company will not be required to provide such financial statements t... | Label: Financial Statements |
3b931fe8-bd74-4516-8df0-394308704d51 | Clause:
The rights granted under this Agreement shall commence upon the Effective Date.
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 Salar... | Label: Terms |
d2b8c100-a46a-4715-9c50-09403769a5e4 | Clause:
(a) The Revolving Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Interests |
3028f774-5443-4f4c-b0aa-e0ee5afad67b | Clause:
Except as set forth on Schedule 5.06 , there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or against its properties or reven... | Label: Litigations |
7d7a7ee3-bb1c-4974-9984-809b13627774 | Clause:
This Agreement constitutes the entire agreement between you and the Company, and supersedes all prior and contemporaneous communications, agreements (including the Offer Letter) and understandings, whether written or oral, with respect to your employment, its termination, your ownership of equity interests, and... | Label: Entire Agreements |
b059751b-49b2-4560-a3bf-59bc755779d5 | Clause:
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE COURTS OF TH... | Label: Consent To Jurisdiction |
d72d24fb-2cb0-4169-b49c-95be0055bae7 | Clause:
Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Administrative Agent and the Required Lenders agree to waive, until March 31, 2016, the requirement that the Borrower deliver audited annual financial statements for fiscal year 201... | Label: Waivers |
2f428a00-eb52-476b-8c97-8ccbbf93ee13 | Clause:
Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to own, operate or lease the properties and assets being sold to Buyer.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Organizations |
642d0053-c9c4-42cd-a461-630ffc77420b | Clause:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Waiver Of Jury Trials |
70cc38fa-845a-4530-8536-d2613b13cb7a | Clause:
The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, the Servicer and each Originator hereby authorizes the Company, the Administrative Agent, each Lender and each Group Agent (collectively, the “ Set-off Parties ”), at any time and from... | Label: No Waivers |
28c76e0e-77ea-44d2-9341-d97c6f41fd78 | Clause:
All statements set forth in Section 3 shall be true and correct as of the Effective Date, except to the extent that any such statement expressly relates to an earlier date (in which case such statement was true and correct on and as of such earlier date).
Task: Classify this clause into ONE of these types (exa... | Label: Representations |
120807e1-a8d1-4e2b-9332-951c779bf5c1 | Clause:
The Company shall initially have one (1) Manager. The initial Manager shall be W. John Short. The number of Managers of the Company shall be fixed from time to time by the affirmative vote or written consent of a Majority in Interest of the Members; provided , that in no instance shall there be less than one ... | Label: Terms |
ae466d01-9f18-4e18-9c8e-080789b975a2 | Clause:
Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale Agreement, dated as the date hereof, between Huntington Funding, LLC, as seller (the “ Seller ”), and the Issuer, which also contains rules ... | Label: Definitions |
0427a15e-ba24-47c1-b0ef-eae5ecb3883c | Clause:
This Agreement, including the Schedules and Exhibits hereto, constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior contemporaneous agreements, representations and understandings, whether oral or written, of the Parties with respect to such... | Label: Entire Agreements |
7ebed72a-6a00-48c6-9950-2ab9eacdd2a3 | Clause:
Except as set forth on Schedule 3.21 , each Loan Party owns or licenses or otherwise has the right to use all Intellectual Property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto, except for such infring... | Label: Intellectual Property |
3a4e9e6c-96dd-472f-999a-ef2bab905bdc | Clause:
With respect to any suit, action or proceeding relating to any offers, purchases or sales of the Supplemental Shares by the Investor (" Proceedings "), the Investor irrevocably submits to the jurisdiction of the federal or state courts located in Grand Rapids, Michigan, which submission shall be exclusive unles... | Label: Submission To Jurisdiction |
461f23aa-37ff-4ed5-a474-2b5aae421c9a | Clause:
Compliance with any term or provision hereof may be waived only by a written instrument executed by each party entitled to the benefits of the same. No failure to exercise any right, power or privilege granted hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude... | Label: Waivers |
85188ccd-d158-4c95-a5d7-59bcd729bf43 | Clause:
All of the Subsidiaries of each Seller at the date hereof are listed on Schedule 3 to this Agreement. All Indebtedness of each Seller Party and Servicer (other than Indebtedness created pursuant to this Agreement) is listed on Schedule 5 to this Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Subsidiaries |
04537b95-64da-40ac-998e-ae1967f2a932 | Clause:
Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto... | Label: Waiver Of Jury Trials |
439bb1e5-5654-41a0-a075-2856bda0d6bf | Clause:
Each of the parties agrees that any information furnished pursuant to this Agreement is confidential and, except as and to the extent required by law or otherwise during the course of an audit or contest or other administrative or legal proceeding, shall not be disclosed to any person or entity.
Task: Classify... | Label: Confidentiality |
59ed0afd-0c11-4807-997b-2710abb0e6b0 | Clause:
Purchaser shall indemnify and hold Seller and the Tenants under the Leases harmless against any losses and damages to persons or property suffered by Seller and/or Tenants arising out of Purchaser’s due diligence activities hereunder; provided, however, that (i) this indemnity shall not apply to the extent such... | Label: Indemnity |
e9df01ab-bb92-45aa-b17e-2d3a24106e4c | Clause:
The execution and delivery of this Agreement (or any related instrument or agreement) by Fund G does not, and the consummation of the transactions contemplated hereby and the performance by Fund G of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any pr... | Label: Consents |
01ae6b69-b49d-4756-8795-5b52e656f116 | Clause:
If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
Task: Classify this clause into ONE of these t... | Label: Severability |
1696c6a1-5fc3-4bb4-a655-21c54cbdda7e | Clause:
None of Holdings, the Borrower or any of its Subsidiaries or any of their respective directors or officers is subject to any economic embargoes or similar sanctions administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control) or any... | Label: Anti-Corruption Laws |
139ab5ed-aed0-45c5-ac1a-52351a99c308 | Clause:
This Agreement shall be governed by and construed in accordance the laws of the State of New York.
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, Authori... | Label: Governing Laws |
e9cc0e64-a3d7-4a86-9a1b-90adb4198472 | Clause:
The Loan Parties, on a Consolidated basis, are Solvent (and, on the Amendment No. 4 5 Effective Date will be Solvent immediately after giving effect to the Amendment Transactions). No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with th... | Label: Solvency |
fa594d1e-02a3-4e94-aa7f-c79d4b788648 | Clause:
Each of the Borrower and each Subsidiary has timely filed or caused to be filed all federal and material state, local and foreign Tax returns required to have been filed and has paid or caused to be paid all Taxes shown to be payable on such returns or on any assessments received from any taxing authority by an... | Label: Taxes |
49b5ab26-910c-43d3-ab98-d4d26043cb5f | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY 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 ACTION ARISING IN WHO... | Label: Waiver Of Jury Trials |
0e5df727-73ac-49e0-9ea0-5785cd5eeae1 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
56af35bc-2a93-440d-a0a5-fb80b710a152 | Clause:
After delivery of the Product to Purchaser in accordance with the terms of this Agreement and the Quality Agreement, any handling, storage, quality control, quality assurance, and the release of the Product shall be the sole responsibility of Purchaser or its designated Third Party.
Task: Classify this clause ... | Label: Releases |
dbbb4a94-7aaa-474c-85b6-f5bab4540304 | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY REL... | Label: Submission To Jurisdiction |
520564a0-81a1-4894-ab18-1e74b0e66f48 | Clause:
If any provision of this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. To the extent any provision o... | Label: Severability |
f863c2d8-0807-49c9-9ac7-fb203eb2d408 | Clause:
After giving effect to the transactions contemplated by the Loan Documents, (i) the aggregate value of each Borrower’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), (ii) each Borrower will have sufficient cash flow to enable it to pay such Borro... | Label: Solvency |
bcb59e64-91c4-4e81-8fb9-9f652a8aeaf3 | Clause:
The laws of the State of [ Colorado/California ] will apply and any action brought under this Agreement shall be brought in the State of [ Colorado/California ].
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Construction |
5289bb28-f4fc-4173-839f-2ff2898499b7 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to principles of conflict of laws. Subject to Section 5(f) of this Agreement, Executive specifically agrees and consents that any controversy or claim arising out of or relating to this Agreem... | Label: Governing Laws |
faed22b9-d88f-4ae6-9355-7406755fd70b | Clause:
(a) No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Erisa |
7a47b9c6-e366-4945-b477-82dd191f0e3d | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America via wire transfer of immediately available funds in accordance with the Holder’s wire transfer in... | Label: Payments |
7e0e209d-26b9-44bb-8441-b8127b18d758 | Clause:
Purchaser and Seller hereby agree, warrant, and acknowledge that no real estate brokers or agents are involved in this transaction or would be considered the procuring cause of this transaction. Purchaser and Seller do hereby indemnify and hold harmless and defend the other from and against any and all causes, ... | Label: Brokers |
49d0df58-07af-4b5e-87a1-fc5f0d675ce3 | Clause:
You agree not to defame, disparage or demean the Released Parties (whether orally or in writing) in any manner whatsoever. You also agree not to encourage any other person to make any statement disparaging the Released Parties in any manner whatsoever. Notwithstanding the foregoing, nothing in this Agreement sh... | Label: Non-Disparagement |
a7f8a220-c649-4866-a606-f7cf12f563db | Clause:
As of the date hereof, you will serve as the Company’s General Counsel (or such other position as may be assigned by the President of the Company (the “ President ”), the Chief Executive Officer of the Company (“ CEO ”) or the Board of Directors of the Company (the “ Board ”)). You will have the duties and auth... | Label: Positions |
1c85e847-5a54-4ae0-9ef2-fede4840576e | Clause:
If the Committee determines that a Participant has become permanently disabled before the Participant’s entire Account Balance has been distributed, the Committee, in its sole discretion, may modify the timing of distributions from the Participant’s Account, including the commencement date and number of distrib... | Label: Disability |
7de9bf36-bd7f-43ff-8761-3e2ca32f670c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to any applicable conflicts of law provisions. The exclusive venue for any judicial action or proceeding arising out of or relating to this Agreement shall be the state or federal courts located i... | Label: Governing Laws |
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