id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
2e963604-cc11-450f-b824-935ac534efe1 | Clause:
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Subsection 4.4(h) , each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its deleg... | Label: Notices |
e9367d49-7558-4b82-8c18-8328a96a6bd2 | Clause:
The Pledgor waives presentment and demand for payment of any of the Obligations, protest and notice of dishonor or default with respect to any of the Obligations, and all other notices to which the Pledgor might otherwise be entitled, except as otherwise expressly provided herein or in the Securities Purchase A... | Label: Waivers |
8a6a2cb1-0d4c-45d2-a87f-1fbdb8b651dc | Clause:
The section and other headings in this Lease are inserted solely as a matter of convenience and for reference, are not a part of this Lease, and shall not be deemed to affect the meaning or interpretation of this Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Headings |
01b7c203-d647-4186-bc65-226ab7aec72a | Clause:
The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition, or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by c... | Label: Waivers |
4f782c7c-1545-47b3-8f86-f5b93aaa20fa | Clause:
This Agreement and the documents referenced herein (including applicable stock option and restricted stock units agreements and the equity plans to which they relate) contain the entire agreement of the parties relating to the employment of Executive by Employer and the ancillary matters discussed herein and su... | Label: Entire Agreements |
2f08af32-f97c-4899-862f-4838c9a6047b | Clause:
The Plan shall become effective upon its adoption by the Board. Options and Stock Awards may be granted immediately thereafter. The Plan shall continue in effect for a term of TEN (10) years from the date of the Plan’s adoption by the Board unless terminated earlier under Section 14.
Task: Classify this clause... | Label: Effective Dates |
1efb7ec6-5a6e-488d-9dd2-43f3abbd173d | Clause:
Employee agrees, upon the request of Employer or any Released Parties, to reasonably cooperate in any investigation, litigation, arbitration, or regulatory proceeding regarding events that occurred during Employee’s tenure with Employer. Employee will make himself reasonably available to consult with counsel fo... | Label: Cooperation |
d6f6fb2d-e2c0-4531-816d-f6f1ef7464e9 | Clause:
Please note that by executing the attached Subscription Agreement, you will be deemed to have executed the Unit Purchase Agreement (attached as Exhibit A to the Confidential Private Placement Memorandum (“PPM”)), the Registration Rights Agreement (attached as Exhibit D to the PPM), and (iii) agreed to the terms... | Label: Notices |
6869870e-7da1-4902-b80d-8bf584bb8fa7 | Clause:
All covenants, agreements, representations and warranties made by the Obligors herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties ... | Label: Survival |
8f807e44-4176-43ff-b692-5d5812d4ea8a | Clause:
This Agreement may be terminated: (a) by the mutual consent of Buyer and Seller at any time prior to the Closing; (b) by either party if the Closing has not occurred on or before February 26, 2016; (c) by Buyer if Seller has not adhered to the conditions of Article 4.2.
Task: Classify this clause into ONE of t... | Label: Terminations |
67366d8e-b0db-45b7-be2b-57146d50a571 | Clause:
Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Representatives, the First Lien Collateral Agents and the other First Lien Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Documents, to adjust settlement for an... | Label: Insurances |
750eaa60-13b4-49b2-af71-a0b54d1e9413 | Clause:
Schedule 5.18 sets forth each of the consents, approvals, orders, authorizations and waivers of, and declarations, filings and registrations with, all third parties (including Governmental Authorities) that are necessary or required to permit the transactions contemplated by this Agreement and otherwise to cons... | Label: Consents |
2c9bb53c-4f18-466b-8c40-f101cd39ef9b | Clause:
The Company may withhold from any amounts payable to Executive hereunder all federal, state, city or other taxes that the Company may reasonably deter-mine are required to be withheld pursuant to any applicable law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Withholdings |
9b3d8848-e0c8-4f2c-9c8a-c3d5acd63f63 | Clause:
This Agreement will be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Governing Laws |
dc4d4452-1a92-4818-8135-bc690a3ded60 | Clause:
During the Term, the Executive shall be entitled to accrue up to 21 paid vacation days in each year, which shall be accrued ratably. The Executive shall also be entitled to all paid holidays given by the Company to its executives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Vacations |
fc3257b5-c1b2-4dec-9288-719262387d49 | Clause:
As defined in the recitals; provided, however that if the Merger Agreement is terminated in accordance with its terms at any time prior to the Closing Date (as therein defined), then this Lease shall also terminate ab initio and be of no further force or effect simultaneously with such termination, and the Orig... | Label: Effective Dates |
4449ccbe-63da-4fe7-8a60-2c9be5006d9d | Clause:
In the event of any actual or threatened breach of the provisions of this Agreement or any separation and release agreement, the party who claims such breach or threatened breach shall give the other party written notice and, except in the case of a breach which is not susceptible to being cured, ten calendar d... | Label: Remedies |
f10c6e85-be3b-4da2-9913-3911bf7e130d | Clause:
No change, amendment or modification of this Lease shall be valid or binding upon the Parties unless such change, amendment or modification shall be in writing and duly executed by both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Amendments |
ad103a4f-0874-4245-acd5-24556b331730 | Clause:
The audited Consolidated financial statements of Parent for the fiscal year ended May 31, 2016, and the unaudited Consolidated financial statements of Parent for the fiscal quarter ended February 29, 2016, furnished to Agent and the Lenders, are true and complete in all material respects, have been prepared in ... | Label: Financial Statements |
49447a99-16d6-4657-be7b-f564b8bbda91 | Clause:
The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company for fees as set forth in the Transaction Documents) for general corporate and working capital purposes and/or acquisitions of assets, businesses or operations and/or for other purposes that the Board of Director... | Label: Use Of Proceeds |
8d283d0a-78cf-4698-9f07-9d8912c75496 | Clause:
The authorized capital stock of the Company consists of (i) 45,000,000 shares of Class A Common Stock, of which 10,016,350 were issued and outstanding as of December 15, 2016 (excluding (A)(i) 770,00 shares of Class A Common Stock to be issued pursuant to this Agreement, and (ii) 320,000 shares of Class A Commo... | Label: Capitalization |
88823d83-077a-4187-aea7-dd204583ee00 | Clause:
For all Services, the term of this Agreement shall commence as of the Effective Date and, if not earlier terminated in accordance with this Agreement, shall remain in full force and effect until: (i) five (5) years after the Effective Date; or (ii) upon termination or expiration without renewal of the last Work... | Label: Terms |
d61eda3e-8a16-4962-9920-ff6565d0d747 | Clause:
Neither Seller nor Purchaser shall assign any of its rights, or delegate any of its obligations, in this Agreement, without the prior written consent of the other Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Assignments |
7fe9f1ac-2dc2-416f-ac14-6c28565f9ec2 | Clause:
Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the C... | Label: Payments |
44eee2d3-6e96-4e54-b618-d62f6d20b5c1 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of New York applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws; provided that no indemnification or advancement of expenses provided for herein shal... | Label: Governing Laws |
963eb618-fd8a-4ec0-aef6-1a0bfc15e396 | Clause:
The Company agrees that, from time to time upon the written request of the Secured Party, the Company will execute and deliver such further documents and do such other acts and things as the Secured Party may reasonably request in order fully to effect the purposes of this Agreement.
Task: Classify this clause... | Label: Further Assurances |
95740e5a-4884-45b1-91fe-4ef33a7873ba | Clause:
The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement are true and correct on and as of the date hereof and (ii) no Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Representations |
a94e1376-9c6b-42fe-86cc-a2f15c9b9fdd | Clause:
No Borrower is in default in the payment or performance of any of its contractual obligations material to Borrowers’ business, taken as a whole, and no Default has occurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: No Defaults |
a0e56a00-c12c-4eaa-8ca5-1cc40fb69449 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
c5c3c7a2-9c29-44fd-b77f-0f7ebb6eddee | Clause:
THE CREDIT AGREEMENT, AS MODIFIED BY THIS WAIVER, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Task... | Label: Entire Agreements |
014b7c22-dd3c-4130-b24d-d6e3250a5853 | Clause:
Collections shall be applied to Advances as set forth below. For the avoidance of doubt, the Obligations shall include payment when due of the Facility Fee and the Collateral Monitoring Fee. Any unpaid fees or expenses shall accrue interest at the Default Rate as set forth in Section 9.6 hereof beginning on the... | Label: Fees |
fe82f23b-1bd2-4648-9c3f-5f5e07e8587d | Clause:
(a) Any and all payments by or on account of the Borrower in respect of any Obligation hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. If the Borrower shall be required to deduct any Indemnified Taxes from such... | Label: Taxes |
c4d48cd7-1fb8-4933-97a6-0a531cf3b5f4 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of Texas without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in Houston, Texas. The Parties hereby i... | Label: Venues |
b9321db4-2dfe-429d-b031-dc4cf7cbcfc9 | Clause:
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of... | Label: Notices |
58c233bf-65ba-45e4-8374-8897bb448732 | Clause:
The Escrow Agent hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation enforceable in accordance with its terms. Each Agent hereby represents and warrants that the person(s) executing this Agreem... | Label: Representations |
c1c8116e-1a39-43e6-b303-07483ab5418c | Clause:
We may, subject to your prior written consent (not to be unreasonably withheld, delayed or conditioned), and subject to paragraph 9 above, at our expense, publicly announce as we may choose the capacities in which we or our affiliates have acted hereunder. Any notice given pursuant hereto shall be mailed or han... | Label: Notices |
ea241491-361b-49fb-b779-32f487b8ad37 | Clause:
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the... | Label: Entire Agreements |
1a2bd707-0329-471c-b175-8444b2a6a03e | Clause:
The amount of additional compensation which may be received pursuant to the award of one SAR is the excess, if any, of the Fair Market Value of one share of Common Stock on the Appreciation Date over the exercise price, in the case of a SAR granted in connection with an Option, or the Fair Market Value of one (... | Label: Payments |
9edd574d-b4cf-415f-8a40-198e1c034949 | Clause:
EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause in... | Label: Waiver Of Jury Trials |
9192fd81-f0b1-46d7-ac2a-cddb1bc9bc85 | Clause:
Except as otherwise defined herein, terms defined in the Loan Agreement are used herein as defined therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Definitions |
af65d0a3-b2ac-4c3a-b020-61aac6e1a8b8 | Clause:
If Employee is unable to perform his services (with reasonable accommodation) by reason of disability due to illness or incapacity, Employee shall be entitled to receive such compensation as shall be approved and authorized by policies adopted from time to time by the board of directors of OrangeHook. Notwith... | Label: Disability |
960a54bc-b933-41b2-a8be-a06427779576 | Clause:
This Warrant shall be binding and inure to the benefit of the parties and their respective successors and assigns hereunder; provided that this Warrant may be assigned by Holder only in compliance with the conditions specified in and in accordance with all of the terms of this Warrant. This Warrant does not cre... | Label: Successors |
0c3d7952-0273-423c-99c7-ea8de4166736 | Clause:
Executive acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement (including, but not limited to, any provision of Articles 6 and 7) would cause irreparable harm to the Company and that an award of monetary damages to the Company for such a ... | Label: Jurisdictions |
e52777e0-a4fa-4d4c-acbf-2db3bb4c0630 | Clause:
The provisions of this Article 3 shall survive the Closing.
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, Bindin... | Label: Survival |
7da54c7c-6925-41e0-8973-588789edf085 | Clause:
Borrower shall have paid to each Agent, each Arranger, each Bookrunner and each Syndication Agent the fees payable on or before the Funding Date referred to in Section 2.12(c) and (d) and all expenses payable pursuant to Section 10.2 which have accrued to the Funding Date.
Task: Classify this clause into ONE o... | Label: Fees |
abfc9ae0-6de2-49a4-a14e-4da8ae1a3b96 | Clause:
Subject to Sections 2.2(a) and 2.2(c), the Earned Shares (as defined in Exhibit B ) pursuant to the Award shall vest and the Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice and upon satisfaction of the Performance Conditions set forth on Exhibit B .
Task: Classify... | Label: Vesting |
992e863f-d92c-4457-9857-d5af5e0581db | Clause:
An Event of Default resulting from a violation of Section 5.17 shall be subject to the expenses and indemnification provisions set forth in Section 9.3 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Indemnifications |
d5ef4811-32dc-4a4a-ac96-5e89081199cb | Clause:
You will not, without the written consent of the Company, either during your employment by your Employer, the Company or any of its Subsidiaries or thereafter, disclose to anyone or make use of any confidential information which you have acquired during your employment relating to any of the business of your Em... | Label: Confidentiality |
306616bf-3d04-47e8-a304-c70e6301411e | Clause:
(a) Submission to Jurisdiction . Any legal action or proceeding with respect to any Loan Document may be brought in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States for the Southern District of New York and, by execution and delivery of this Agr... | Label: Jurisdictions |
cc9e5981-99d4-4c1e-a52c-8ae3506a6702 | Clause:
Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed all Federal and other material 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) any Taxes that are being contested in good faith ... | Label: Taxes |
6e17df5e-3b4e-402a-ab58-9b4c55470685 | Clause:
Lessor and Lessee each represent and warrant to the other that they have legal authority and all necessary consents to enter into, be bound by and perform under this Lease. Lessor represents and warrants that it has good and marketable title to the Premises, and that there are no third parties with any rights o... | Label: Authority |
b29f8423-6549-4a62-8a4d-922d9a6f2ec1 | Clause:
The Holders shall have received the Company’s draft internally prepared financial statements for the fiscal quarter ended June 30, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Financial Statements |
0c21c5fa-cee3-4627-9e45-195f8afe68e5 | Clause:
For the purposes of this Agreement, capitalized words and phrases shall have the meanings set forth in Schedule 1.1 ( Defined Terms ) hereto or Schedule 1.2 ( Accounting Terms and Conditions ) hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Defined Terms |
7946d088-5731-497d-a4fa-ec0264c1191f | Clause:
The authorized capital stock of the Company consists of 350,000,000 shares of Common Stock and 2,000,000 shares of preferred stock. As of December 31, 2015, 42,807,468 shares of Common Stock were issued and outstanding and no shares of preferred stock were issued and outstanding. All of the issued and outstandi... | Label: Capitalization |
d5da57c6-056d-4ead-a216-44db23c9dbf3 | Clause:
Each Loan Party and each other Subsidiary is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, Environmental Laws , Anti-Corruption Laws and Sanctions ) relating to it except for noncompliances which, and Governmental ... | Label: Compliance With Laws |
e3af6410-bf87-4e01-8644-72da0b928760 | Clause:
If, under applicable Laws, any provision hereof is invalid and/or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement in any jurisdiction (“ Modified Clause ”), then, it is mutually agreed that this Agreement shall endure and that the Modi... | Label: Severability |
f58aa8d5-9021-4735-9fe0-601f2a51d370 | Clause:
No provision of this Waiver may be amended other than by an instrument in writing signed by the Company and the Required Investors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Amendments |
b064a7d0-07fb-4b31-bd27-6f17a7a38fc8 | Clause:
This Agreement shall commence on the Effective Date and continue in full force and effect, unless terminated (in whole or in part) in accordance with Section 9.03 , Section 9.04 , or Section 9.05 (the “ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Terms |
3d2842ba-694d-497a-9176-27ecaba0558f | Clause:
The Bank hereby makes the representations and warranties set forth on Schedule I to the Sale Agreement as to the Receivables sold, transferred, assigned, set over and otherwise conveyed to the Depositor under this Agreement on which such representations and warranties the Depositor relies in acquiring the Recei... | Label: Representations |
c50ca4f8-46c9-4a3e-a81d-baf2f7471ca5 | Clause:
The table of contents, captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. Each covena... | Label: Construction |
e8c60ee0-8c3a-4da7-b462-65f2ad4a9fe9 | Clause:
The Employment Agreement and this Agreement constitute all of the terms with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Executive with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exa... | Label: Entire Agreements |
1f58f1b3-d03e-4deb-abb9-ad2869defc8c | Clause:
Each party’s obligations under this Agreement are unique. The parties each acknowledge that, if any party should default in performance of the duties and obligations imposed by this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the nondefaulting party, in additi... | Label: Specific Performance |
b6498b0c-48f1-4556-abc6-a72add7c1dd2 | Clause:
Manager shall at all times during the term of this Agreement (including the initial term and any renewal term) maintain a tangible net worth equal to or greater than $3,000,000. In addition, Manager shall maintain “errors and omissions” insurance coverage and such other insurance coverage which is customarily ... | Label: Insurances |
60152739-55ef-45d0-af2d-6c005edaf28e | Clause:
The Employee shall be entitled to receive the same health, disability and other benefits as are offered by the Company to all full-time employees from time to time, subject to any eligibility requirements, waiting periods or other conditions applicable to any such benefit plans or arrangements.
Task: Classify ... | Label: Benefits |
0b67a01c-c446-4426-bb33-ba6964e34d53 | Clause:
From time to time, at Company’s request and without further consideration, Executive shall execute and deliver such additional documents and take all such further action as reasonably requested by Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of this ... | Label: Further Assurances |
6b78b7de-3dcd-4d0d-a0ab-2dec6f6347f9 | Clause:
This Agreement shall be construed under the laws of the State of Rhode Island, as they may be preempted by federal laws and regulations. Section headings are for convenience only and shall not be considered a part of the terms and provisions of the Agreement.
Task: Classify this clause into ONE of these types ... | Label: Construction |
b9e9b1b0-ea02-4022-b50d-9bd40ebfcd62 | Clause:
The headings contained herein are for reference purposes only and shall not affect 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, Approvals, Arbitration, Assignm... | Label: Headings |
97a08554-aced-40d5-b9ac-5d9ebe594e1a | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
dcb4f10d-4bd2-4865-b104-d748b663b8ea | Clause:
Except as otherwise set forth in Section 8 above, the parties agree that all disputes, claims and controversies arising out of this Agreement shall be settled by arbitration in accordance with the American Arbitration Association rules, such arbitration to take place in the location of the Company office to whi... | Label: Applicable Laws |
090f67f2-cfb0-43cb-a2d0-fe26899dfcad | Clause:
All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New Y... | Label: Notices |
a3af676a-a445-446a-9f14-ba6e95f23a64 | Clause:
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof and Section 4.12 of each of the U.S. Security Agreement and each applicable Canadian Sec... | Label: Insurances |
9ca60a47-a5a0-45e7-82be-d0ce5baba63f | Clause:
Each Lender, and Agent after his appointment, agree to use their best efforts to cooperate in the administration of the Loan under this Agreement and, except as specified in Section 9 hereof, to use their best efforts to keep each other reasonably well informed with respect to any material event relating to the... | Label: Further Assurances |
99cf3bb8-3dd0-4329-b30d-50a6b5e32ea0 | Clause:
Executive shall receive a base salary (the “Base Salary”) paid by the Company at the annual rate of $318,000 (Three Hundred Eighteen Thousand Dollars), payable in accordance with the Company’s general payment practices, but no less frequently than monthly, in substantially equal installments, with the opportuni... | Label: Base Salary |
c0ea17f5-58cd-4593-b94a-e07347e75199 | Clause:
All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Definitions |
83a3118f-36b0-401d-bcf7-9797b1e59469 | Clause:
In the event that Employee is unable fully to perform his duties and responsibilities hereunder to the full extent required by Employer by reason of illness, injury or incapacity for ninety (90) consecutive days, this Agreement may be terminated by Employee or Employer; provided, however, that Employee shall co... | Label: Disability |
c9a22802-82db-4675-8600-fb6b1ae2e2e0 | Clause:
This Agreement shall terminate on the date upon which the Collateral Trustee shall have released the Transaction Liens on the Collateral pursuant to Section 7(a)(ii) ; provided, however, that (x) this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment of any Se... | Label: Terminations |
2055c8e2-3a3f-4f59-9a2c-a7e3fb14d00f | Clause:
This Lease shall in all respects be governed by 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, Authorizations, Base Sa... | Label: Governing Laws |
023391d2-66b3-43b1-b8de-ad1417213c34 | Clause:
This Agreement shall be binding upon the Executive and upon the Executive’s dependents, heirs, representatives, executors, administrators, successors and assigns, and shall inure to the benefit of the C ompany and others released in this Agreement, and to their respective dependents, heirs, representatives, exe... | Label: Binding Effects |
67c9fa04-87f3-479f-b024-4fec7916666b | Clause:
The Seller will not request any Investment, and the Seller shall not knowingly use, and shall procure that its directors, officers, employees and agents shall not knowingly use, the proceeds of any Investment (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of m... | Label: Use Of Proceeds |
dd8577a7-2506-4bba-a8c8-ab34fb061999 | Clause:
There is no action, suit or proceeding pending or, to the best of Purchaser’s knowledge, threatened in writing against Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of Purchaser to carry out the transactions contem... | Label: Litigations |
43b3be35-7859-49eb-bf64-1cee78406804 | Clause:
Company may request that Bank make enhancements, modifications, and upgrades to Bank Information Systems, including payment, billing, and other systems and services Bank uses to operate the Plan and fulfill its duties under this Agreement. Any such enhancements, modifications, or upgrades agreed to by Bank sha... | Label: Modifications |
5797074f-f087-4025-8abf-1fa0adc38a13 | Clause:
The representations and warranties made by the Credit Parties and contained in Section 3 of the Credit Agreement are true and correct in all material respects as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true ... | Label: Warranties |
9e5e518e-22b4-4e2e-845a-60f51d9c2d05 | Clause:
In interpreting Plan provisions applicable to Qualified Performance Awards, it is the intent of this Plan to conform with the standards of Code Section 162(m) and Treasury Regulation § 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting this Plan shall be guided by such provisions. ... | Label: Interpretations |
329f3de0-9eac-4289-bb6c-ebda33d06c23 | Clause:
Executive shall not be entitled to receive (or continue in the case of health and other welfare benefits) any of the payments or benefits set forth in Sections 4 and 5 of this Agreement unless Executive executes a release of claims (in the form of Exhibit A hereto, subject to any modifications required to compl... | Label: Releases |
966ccad5-6258-4848-a523-ad67a1d0f2bc | Clause:
(a) The Guarantees made hereunder (i) shall terminate when all the Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement or to issue or participate in Letters of Credi... | Label: Terminations |
ad788bcc-2786-4e2e-802a-fb75bf8b6960 | Clause:
This Transition Agreement may not be changed or modified except by an agreement in writing, signed by each of us.
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: Amendments |
032d8164-ce34-46da-b5d6-9bb52104250f | Clause:
The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise. The Chairman may not assign his rights or obligations under this Agreement to any individual or entity. This Agreement sh... | Label: Assignments |
e6ade155-b4a1-446e-ad70-118b03f672f3 | Clause:
Notwithstanding any other provision of the Plan, the authority granted pursuant to Articles III, VII and VIII to the Plan Administrator and to persons making determinations on claims for benefits and reviews of claims shall, when exercised (i) during the period of 24 months following a Change in Control or (ii)... | Label: Change In Control |
d353c2ae-e9fa-4a16-bb40-282344e1cc3a | Clause:
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, SEC filing or any oth... | Label: Publicity |
7f8e4409-441c-48af-a823-2bad19f8639a | Clause:
The Retention Bonus shall be payable to you in a cash lump sum less applicable withholdings within thirty (30) days following the Payment Date. Notwithstanding the foregoing, in the event that your employment is terminated prior to the Payment Date by the Company and its subsidiaries without Cause, you shall be... | Label: Payments |
b5ce1d26-e6a3-4565-8212-1be162a69994 | Clause:
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Notices |
6012cf40-bf15-44b6-b006-97cd7ea70c0c | Clause:
AT THE OPTION OF THE BANK, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR OHIO STATE COURT SITTING IN CINCINNATI, OHIO, AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT... | Label: Consent To Jurisdiction |
e5a1d412-6adc-4993-91f1-df14751aff3d | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice given at any time to the Company, if the Closing has not been consummated on or before August ... | Label: Terminations |
17cd0844-7109-48e1-9069-21201e6c9a1b | Clause:
This Agreement and each other Loan Document to which any Credit Party or any Subsidiary of any Credit Party is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceabi... | Label: Binding Effects |
c7b0351f-3d50-4c87-a43f-c4ad0cc38e70 | 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 |
f7c29e73-0c15-4f3f-963b-3fa56398446a | Clause:
Reserved . All representations and warranties of each Credit Party set forth in the Documents were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Restatement Effective Date as if such represe... | Label: Representations |
2cf3c261-d67d-4a89-ae58-7fb07c9c6bf1 | Clause:
Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages ma... | Label: Remedies |
6be5b116-9832-46da-b30e-963359b87e46 | Clause:
Subject to any required action by the stockholders of the Company, the maximum number of securities available for purchase under the Plan, as well as the price per security and the number of securities covered by each Option under the Plan which has not yet been exercised shall be appropriately adjusted in the ... | Label: Adjustments |
d2df7ef5-2bf1-42cf-ac98-e14f48b8ae10 | Clause:
Such Standby Purchaser is not in default under any agreement, indenture or instrument to which such Standby Purchaser is a party, the effect of which violation or default could reasonably be expected to have a material adverse effect on such Standby Purchaser’s ability to consummate the transactions contempl... | Label: No Conflicts |
09313f49-28ae-4c20-af91-1526c1ab97a3 | Clause:
At Closing, Lenders shall have fully earned and Borrower shall unconditionally pay to Lenders, a non-refundable fee with respect to this Amendment (the “ Amendment and Increase Fee ”) of Fifty Two Thousand Five Hundred and 00/100 Dollars ($52,500.00).
Task: Classify this clause into ONE of these types (exactly... | Label: Amendments |
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