id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
63f411b9-4c4a-4279-8de7-e83128cf53f4 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Person’s corporate or other powers and have been duly authorized by all necessary corporate or other organizational action. Neither the execution, delivery and performance by each Loa... | Label: Authorizations |
85d38423-de63-4d76-bec1-86fe693d964f | Clause:
Schedule 4.15 sets forth, as of the Closing Date, the name and jurisdiction of incorporation of each subsidiary and, as to each such subsidiary of the Borrower, (i) the percentage of each class of Capital Stock owned by any Loan Party and (ii) whether such subsidiary is an Immaterial Subsidiary, Excluded Foreig... | Label: Subsidiaries |
998a6762-6e02-40c7-8eba-7ed42bf9b377 | Clause:
Tenant shall not permit any mechanic’s, materialmen’s or other liens to be filed against all or any part of the Property or the Premises, nor against Tenant’s leasehold interest in the Premises, by reason of or in connection with any repairs, alterations, improvements or other work contracted for or undertaken ... | Label: Liens |
003b3d09-c0b5-4a52-92ac-94384cf9ff7e | Clause:
This Waiver may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one agreement. The parties hereto agree that their electronically transmitted signatures on this Waiver shall have the same effect as manually transmitted signatur... | Label: Counterparts |
401230da-44d3-4598-9850-89b0388f75e9 | Clause:
The Company and each Subsidiary will comply with all Requirements of Law, including Environmental Laws, ERISA and the laws applicable to each Foreign Pension Plan, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Co... | Label: Compliance With Laws |
1b76d289-b06e-42de-bde8-eddb9c4771b9 | Clause:
The headings and other captions in this Agreement are for convenience and reference only and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Headings |
0fd5a81e-d7f8-4bd6-9bf5-3904f63645a9 | Clause:
Seller has fully disclosed to the Purchaser in writing all of the Seller’s contracts, commitments and liabilities to Purchaser, whether they be direct or contingent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Disclosures |
bd1ecd7d-3cbc-48ae-bb7f-e0afce3afb37 | 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 ... | Label: Waivers |
d5d8893a-9ec2-49e3-8a5c-d2fc0bf57977 | Clause:
From and after the date of this Agreement, each party hereto and their representatives shall maintain the confidentiality of all documents and information of a confidential nature received from any other party hereto in the course of their negotiations and due diligence review.
Task: Classify this clause into ... | Label: Confidentiality |
1d6c402a-5088-4d01-b44d-f0e31fbf3ecc | Clause:
The proceeds of the Revolving Loans and Incremental Term Loans shall be used for general corporate purposes, including acquisitions and repurchases by the Borrower of its common stock.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Use Of Proceeds |
ca4e6603-1db2-45d7-b20b-be29cd19088d | Clause:
Item 6.24 (“Accounts”) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof) identifies all InvestLine Accounts and deposit, securities and commodities accounts and subaccounts in the name of any Loan Party or any Shell Subsidiary of any Loan Party, including, for each such acco... | Label: Expenses |
68dc30ff-3ba0-4df6-90b0-10c9a70559e2 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature or other similar electronic means and all such signatures shall be effective as originals.
Task:... | Label: Counterparts |
4855cc45-f2d8-46cb-91fb-71c7fcc0103b | Clause:
For purposes of this Agreement, “ Disability ” shall have the meaning set forth in the Company’s 2015 Incentive Plan as in effect on the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Disability |
b2c4ff56-d7db-4d9a-b0b1-672abbb54274 | Clause:
The agreements and obligations of the Borrower in this Article 4 shall survive the payment of all other Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Survival |
b6102e61-ad00-405e-a232-77efff921b89 | Clause:
The Company may withhold and deduct from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social security taxes, as shall be required by applicable law. Executive acknowledges and represents that the Company has not provided any tax advice to Exec... | Label: Withholdings |
2bf7cc5f-6d19-4d02-8883-6c08c1366bb1 | Clause:
On the Closing Date, subject to receipt by Borrower of a reasonably detailed invoice and receipt by Borrower of such other information supporting such invoice as may be reasonably requested by Borrower, Borrower shall pay in full all of the Lenders' reasonable professional costs and fees incurred in relation to... | Label: Expenses |
ef87bd4d-b0a2-4852-b1ce-dcb441b42c59 | Clause:
The waiver by Nuance of any breach of any provision of this Agreement shall not be construed as a waiver of any other breach of such provision or the breach of any other provision contained in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Waivers |
1502e166-c811-4b6b-8187-4083bf88a475 | Clause:
The purchase price to be paid by Buyer to Seller in exchange for Buyer's acquisition of the Purchased Assets shall equal Three Hundred Fifty Thousand Dollars ($350,000.00) (the " Purchase Price ") and shall be paid as follows: (a) One Hundred Eighty Five Thousand Dollars ($185,000.00) paid to Seller concurrent ... | Label: Payments |
ef4adfaf-9b23-43ef-80dd-2cdaea0f9f88 | Clause:
Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the permitted successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Executive.
Task: Classify this cl... | Label: Binding Effects |
c1e2e13f-645d-47f2-80e7-188ecc14f402 | Clause:
This Agreement and the Portfolio Managers’ Deferred Compensation Plan attached hereto as Exhibit B contain the entire agreement and understanding by and between Employer and Employee with respect to the employment herein referred to, and no representations, promises, agreements or understandings, written or ora... | Label: Entire Agreements |
ac051ddf-5b99-486f-b96c-6f6f5fae7ad5 | Clause:
Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.
Task: Clas... | Label: Further Assurances |
b0fc98cb-738f-4a65-a6a8-75a322906930 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)the parties shall endeavor in g... | Label: Severability |
17c752c2-4337-4109-8fa6-6754387a1151 | Clause:
Subject to Section 8.1(d), at any time prior to the Closing, Sellers’ Representative (on behalf of Sellers, the Company and the Blocker) may (a) extend the time for the performance of any of the obligations or other acts of Buyer contained herein, (b) waive any inaccuracies in the representations and warranties... | Label: Waivers |
1212a5f4-8f5b-448e-8db4-5b923fff0e2f | Clause:
This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Security Agreemen... | Label: Counterparts |
b43a2f9e-e134-4059-b211-267176c7cc51 | Clause:
To the extent that under any SHO Migration Plan SHO is seeking to integrate with, access, or continue to receive data from, or use, any SHMC or its Affiliates’ systems and infrastructure (collectively, “ SHO Access ” ) ; SHMC shall have the right to approve, in SHMC’s sole discretion exercised in Good Faith, ea... | Label: Modifications |
8d1737f9-dd34-4f00-a19a-da3cccf46e13 | Clause:
Buyer, Seller and Lease Guarantor shall in good faith cooperate with each other in satisfying all conditions contained in this Agreement, including, without limitation, executing or re-executing any and all documents reasonably required to be executed by Seller as record owner of the Locations to accomplish any... | Label: Further Assurances |
ab12cc9b-57db-4b4f-b879-882c33714f9e | Clause:
This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ... | Label: Governing Laws |
2405ec01-69d8-454f-af80-27ebb991af4d | Clause:
The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach or threatened breach by any ot... | Label: Enforcements |
07743884-2f17-4200-af0b-f177a8232799 | Clause:
The Corporation shall withhold from any Award payable hereunder all federal, state, local and other income and employment taxes required to be withheld from such Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Tax Withholdings |
13b42050-8477-423a-941a-bf0e0873cecf | Clause:
All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one (... | Label: Effectiveness |
6c1f7a9e-8ed1-4586-bf23-99a00acd9cb3 | Clause:
You affirm that the only consideration for signing this Agreement is as referenced herein and that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Agreement, and that you fully understand the meaning and intent of this instru... | Label: Representations |
f3526adc-f41d-42f3-a819-8f9d831897f3 | Clause:
This Third Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Third Amendment by fac... | Label: Counterparts |
b5ba1e56-4957-4409-bf88-ff20e5f43dec | Clause:
The parties agree and acknowledge that the rights conveyed by this Agreement are of a unique and special nature and that the Company will not have an adequate remedy at law in the event of a failure by Employee to abide by its terms and conditions, nor will money damages adequately compensate for such injury. T... | Label: Survival |
8552b375-ca8e-4a3c-8ba2-f5e5c7246367 | Clause:
That Licensor and Licensee mutually understand and agree that the Licensing Agreement is terminated as of the 31st day of May, 2016. It is further agreed that the provisions regarding notice, if any, are specifically waived by the parties.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Terminations |
e170a413-48b0-4fc3-bccf-9b9596d58b21 | Clause:
The Company has made available to the Purchaser all of the information reasonably available to the Company that the Purchaser has requested for deciding whether to acquire the Securities, and all such materials were prepared in good faith. No representation or warranty of the Company contained in this Agreement... | Label: Disclosures |
dc739433-3da2-4570-b6bb-5b2d3474dbfa | Clause:
The Borrower shall maintain, preserve and renew all intellectual property necessary for the conduct of its business as and where the same is currently located as heretofore or as hereafter conducted by it.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Intellectual Property |
a8557200-69bd-4e84-8c64-562210e1cbee | Clause:
All salary, bonus and other compensation payable to the Employee shall be subject to applicable withholdings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Withholdings |
067a830a-8f3a-40d0-8c5c-c21f8d1d3483 | Clause:
(a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the actual daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to b... | Label: Fees |
df90d0bd-6964-42ec-b14f-fd8aad6f712e | Clause:
The proceeds of the Loans shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely for working capital needs, general corporate purposes, and other purposes not prohibited by the Loan Documents, of the Borrower and its Restricted Subsidiaries.
Task:... | Label: Use Of Proceeds |
541742b8-95f4-46e6-a7cc-4ed814fbedf9 | Clause:
Every notice or other communication relating to this Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as ... | Label: Notices |
54d5649d-d92c-4601-a791-bbdccfd42ac0 | Clause:
Commencing on the Effective Date, the Company hereby employs Sorensen and Sorensen hereby accepts employment by the Company on the terms and conditions set forth herein. The terms and conditions of this Agreement, which, upon execution, terminates any and all written or oral employment and employment related a... | Label: Employment |
b0bd1e9f-187d-4b4c-b87b-6359289f0a09 | Clause:
Seller sells to Buyer and Buyer purchases from Seller the Shares for One Hundred Thousand Dollars ($100,000.00)(the “Purchase Price”). The Purchase Price shall be released to Seller as set forth in the Escrow Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Sales |
3a063976-a093-44f5-aa55-d92f4195efbe | Clause:
The Loan Parties shall not, and shall not permit any of their Subsidiaries to, enter into any arrangement, directly or indirectly, whereby they shall sell or transfer any Property, real or personal, used or useful in their business, whether now owned or hereafter acquired, and thereafter rent or lease such Prop... | Label: Sales |
350110fc-118b-4874-be06-cadbf5863843 | Clause:
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. This Agreement may be executed by e-mail or facsimile signatures.
Task: Classify this c... | Label: Counterparts |
6bd6ba14-4d61-4500-9e5f-a7c561406e5a | Clause:
The Administrative Agent shall have received all fees and other amounts due and payable pursuant to the Fee Letter on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable out-of-pocket fees, charges and disbursements of c... | Label: Fees |
01452a7c-37ca-41e6-8e15-b5058af5a645 | Clause:
Borrowers jointly and severally agree to pay to Lender on demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender's rights and remedies under the Loan Documents, including court costs and reasonable attorneys' fees and expenses, whether or not suit is filed h... | Label: Costs |
6038a9de-cee7-45aa-9c73-ac8bf577772b | Clause:
Beginning on the Effective Date, the Company agrees to pay the Executive a base salary at the annual rate of Two Hundred Thirty Five Thousand Dollars ($235,000). All salary, bonus, or other compensation payable to the Executive shall be subject to the customary withholding, FICA, medical and other tax and other... | Label: Base Salary |
db87b7e0-687a-4f03-86c4-9dd7d523ad1e | Clause:
As of the Closing Date, the Borrower and the Loan Parties have no direct Subsidiaries other than (i) Immaterial Subsidiaries and (ii) those included in the organizational chart attached as Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in the Material Subsidiaries have been validly issu... | Label: Subsidiaries |
09e69a55-c698-4213-b535-509666736fe5 | Clause:
This Amendment shall be binding upon, and shall inure to the benefit of, all parties to the Amended and Restated Operating Agreement and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Binding Effects |
3b5cee33-6027-47ca-902b-cff3633dc611 | Clause:
Section and sub-section headings are for convenient reference only and shall not control or affect the meaning of construction of any of its provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Headings |
1afdd9a8-a382-430f-b7f4-9812a26f47c0 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) ... | Label: Waiver Of Jury Trials |
d305f012-f8e5-4110-9711-c14c90681f9d | Clause:
If any of the provisions of this Agreement are found null, void, or inoperative, for any reason, the remaining provisions will remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Severability |
db05a5ec-66cd-4a91-aa58-9e77d02b43b3 | Clause:
Except as otherwise notified by the Borrower to the Agent, Schedule 6.5 is a correct and complete list of the name and relationship to each Loan Party of each and all of its Subsidiaries. All of the Foreign Subsidiaries of Westlake, as of the Closing Date, are owned, directly or indirectly, by the Loan Parties.... | Label: Subsidiaries |
d3faddf3-110b-4ca7-8ced-9c298a901453 | Clause:
Unless other arrangements have been made that are acceptable to the Company, the Company or any Affiliate thereof is authorized to deduct or withhold, or cause to be deducted or withheld, from any Award, from any payment due or transfer made under any Award, or from any compensation or other amount owing to a P... | Label: Tax Withholdings |
9580a5a7-6603-44fa-bb45-e33337b46caf | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas without giving effect to the conflict of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
01d25fdf-e9a1-40eb-b779-a0c4bbbc5887 | Clause:
No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any ... | Label: No Waivers |
e0fbda2d-95ae-4c14-b801-12345d79f3d6 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (other than pursuant to the foregoing Section 14.4(b)). Neither GEL nor CPI may assign any of its rights or delegate any of its liabilities or obligations hereunder, without the pri... | Label: Binding Effects |
718a7487-28f1-4057-bb36-9fb4b3eb1f82 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
4262b163-4d1c-402f-8a11-9d0de35f9a43 | Clause:
It is validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as may be limited by applicable laws relating to or limiting creditors’ rights gene... | Label: Enforceability |
931ae5bd-571e-48db-ad07-dfef23d0ded4 | Clause:
This Agreement shall become effective as of the date set forth in the preamble. This is a continuing agreement and any Secured Party may continue, at any time and without notice to any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of the Pledgor or the B... | Label: Effectiveness |
51306f37-c619-440b-ba5a-91049e2998ed | Clause:
During the term of his employment hereunder, Executive shall be entitled to receive prompt reimbursement for all reasonable business-related expenses incurred by him, in accordance with the policies and procedures from time to time adopted by Employer, provided that Executive properly accounts for such busine... | Label: Expenses |
d09c246a-f8da-4220-8bc1-fc0b599ca64f | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without reference to any conflict of laws provisions thereof, except where governed by the Bankruptcy Code. Each of the parties hereto irrevocably and unconditionally submits, for itself and its properties... | Label: Governing Laws |
19ddf4a1-c2a2-4cac-88cb-681a10e0b163 | Clause:
Except as provided otherwise in Section 8.4 and except with respect to any dispute in which the primary relief sought is an equitable remedy such as an injunction, in the event of any dispute under this Agreement, the parties shall be required to settle the dispute, controversy, or claim by arbitration in New Y... | Label: Arbitration |
83f521b2-e85d-4148-af9f-cf48dbe3c7f5 | Clause:
Each individual executing this Sixth Amendment on behalf of the respective parties hereto represents and warrants that he/she is duly authorized to execute and deliver this Fifth Amendment on behalf of the respective party hereto and that this Fifth Amendment is binding upon the respective party in accordance w... | Label: Authority |
60a4b720-e765-401f-b94f-1d2bf6424eb0 | Clause:
Executive agree s not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. The foregoing shall not be violated by truthful s... | Label: Non-Disparagement |
a7e4fe5f-c87f-42ed-9c53-0df53f4fb2ee | Clause:
Except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on the Purchaser, no Target Company is or has been in material conflict or non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2010, any written o... | Label: Compliance With Laws |
58f45897-b4d8-4582-9e24-ab0122612f7c | Clause:
The historical audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ Audited Financial Statements ”) and the historical unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q ... | Label: Financial Statements |
aaa78639-01bf-4cde-9b4c-f3aa76f17ca5 | Clause:
During the Employment Period, the Executive shall be entitled to receive payment or reimbursement for all reasonable traveling, hotel and other expenses incurred by him in the performance of his duties under this Agreement, in accordance with the policies, practices and procedures of the Company as in effect fr... | Label: Expenses |
6112daf0-b7bb-4d15-951a-7cf1f7745552 | Clause:
As a condition of issuing any Shares upon exercise of the option, the Optionee shall pay any sums required to be withheld by federal, state, local, or other applicable tax law with respect to such exercise. In accordance with any procedures as may be established by the Committee, the Optionee may satisfy any re... | Label: Tax Withholdings |
ff90f65b-5564-4798-82fa-9bb298cb7ed2 | Clause:
This Agreement shall be binding upon and inure to the benefit of successors and permitted assigns of the parties. This Agreement may not be assigned, nor may performance of any duty hereunder be delegated, by either party without the prior written consent of the other; provided, however, the Company may assign ... | Label: Successors |
d4f6df2d-39c1-4615-ab91-2b6b39c992ea | Clause:
Subject to Section 2.3(e), each Advance shall bear interest on the outstanding principal amount thereof from the date when made, continued or converted until paid in full at a rate per annum equal to (i) for Prime Rate Advances, the Prime Rate minus the Prime Rate Margin, and (ii) for LIBOR Advances, the LIBOR ... | Label: Payments |
1a0e38bf-79dc-4cca-8e36-ea1de28ff108 | Clause:
Lessor shall maintain a true and correct set of records pertaining to any bills, statements or invoices sent to Lessee under this Lease and all transactions related thereto. Lessor further agrees to retain all such records for a period of not less than five (5) years after the date of such bill, statement or in... | Label: Records |
468f9507-08e0-4ddd-a158-7df1d559341f | Clause:
Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such prop... | Label: Sales |
df9d44d5-f47a-4784-8e9d-1b89a5a41900 | Clause:
This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties hereto with respect to the subject matter hereof. No... | Label: Entire Agreements |
b219899b-54ff-4d10-80c9-3d9775ef0164 | Clause:
This Agreement, together with the Employment Agreement and the Release and Waiver attached hereto, constitute the entire agreement of the Parties with respect to Executive’s termination of employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Entire Agreements |
ad641cea-becc-4e7e-8766-b3d11fc7ea8a | Clause:
The Borrower shall not enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired (other than any Non-Core Collateral), and thereafter rent or lease such property or other property ... | Label: Sales |
c9309ebd-381d-40f8-818b-975580cdf726 | Clause:
Indemnitee shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that a delay in giving such notice will not deprive Indemnitee of any right to be indemnified under this Agre... | Label: Notices |
93170162-b274-4855-94df-74e7ee9685d6 | Clause:
Each Seller is a corporation duly incorporated, validly existing and in good standing or with active status under the laws of the State of Delaware, with the requisite power and authority to own, lease and use its properties and assets and to carry on its business as currently conducted. Each Seller is not in v... | Label: Organizations |
c681e785-551a-4789-a396-3fdf8c2c4034 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business, including the Mortgaged Property, in good working order and condition, ordinary wear and tear excepted, except if the failure to so keep and maintain would not re... | Label: Insurances |
445bc2e9-3bbe-4944-9a86-40463fa2201d | Clause:
The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing ABL Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a no... | Label: Amendments |
19853bc6-afcf-4e61-b10e-4aeeee4fc95b | Clause:
Each of the representations and warranties (together with any related disclosure schedules thereto) made by the Company to the Purchasers in that certain Purchase Agreements dated as of July 29, 2016, between the Company and each Purchaser, is hereby incorporated herein by reference (as though fully restated he... | Label: Representations |
858a108d-703a-4a15-a7d3-2db7ea39cef9 | Clause:
Borrower has furnished to the Lenders (a) the audited consolidated financial statements of Borrower for the Fiscal Year ended March 29, 2013, and (b) the unaudited consolidated financial statements of Borrower for the Fiscal Quarter ended October 4, 2013. The financial statements described in the preceding sent... | Label: Financial Statements |
7df3e1b0-a510-47dd-835a-a486c797bfdb | Clause:
The Officer agrees that the Company will have no obligations to pay the Severance Benefits until the Officer executes a separation agreement which includes a release of claims in a form acceptable by the Company. The Company shall have no further obligations to the Officer if the Officer revokes such release. T... | Label: Releases |
8ab3b0f9-d14b-44ea-a976-bcbd91c24937 | Clause:
All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to a Lender, mailed or delivered to it, addressed to the address of such Lender... | Label: Notices |
eb63253d-e902-48f9-b98d-3c4eed3ab81f | Clause:
As further monetary consideration for the licenses and release granted by Licensor hereunder, in addition to all of the other consideration provided for in this Agreement, Licensee shall pay Licensor royalties (“ Royalties ”) equal to the Royalty Rate (as defined below) of Net Sales (as defined below) of all Li... | Label: Sales |
98ea9c9b-9699-4ea5-b058-2e45169fd40b | Clause:
From time to time prior to the Closing, the Sellers may notify Buyer with respect to any matter hereafter arising or any information obtained after the date hereof that, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be disclosed in the Disclosure Schedule... | Label: Notices |
2b0ea7f0-3f10-4238-8fc7-d60df4474720 | Clause:
The Company is not in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No default under the Credit Facility has occurred and is continuing that has not been waived and no default would resul... | Label: No Defaults |
0e04c0ca-9b65-4744-9f2b-9122dc2b53d5 | Clause:
The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances pro... | Label: Remedies |
175b1ec6-2fe3-4238-bead-4f748334531c | Clause:
The Manufacturing Agreement may only be terminated by either party upon a material breach of the Manufacturing Agreement by the other party after giving such other party written notice specifying the nature of and the basis for the material breach and providing such other party a 60 day opportunity to cure the ... | Label: Terminations |
359b8393-c531-4a97-b60e-469e691f701d | Clause:
Executive agrees not to make, publish or communicate to any person or entity or in any public forum (including social media) at any time any defamatory or disparaging remarks, comments or statements concerning any of the Company Group, any of its affiliates, or any of their respective directors, officers and em... | Label: Non-Disparagement |
ea1f75e9-8288-45ee-b837-4b0e45c17bad | Clause:
This Agreement, together with the Manager Allocation Agreement and any subordination agreement mutually agreed upon by Manager and any lender to Owner, if any, contains the entire agreement between the Parties and all prior negotiations and agreements are merged herein. Neither this Agreement nor any provision ... | Label: Entire Agreements |
4510393a-9104-4826-8f03-86cc9b6fabe2 | Clause:
The provisions of the following Sections of this Agreement shall survive Closing and shall not be merged into the execution and delivery of the Deed: 2.6; 3.1; 4.5; 5.3; 5.6; 7.3, 8.1; 9.4; 10.1; 10.12; 10.15; 10.16; 10.22; 10.23; and 10.24.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Survival |
39701984-217a-4cae-aaab-0c84020d0ba4 | Clause:
(a) The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Shares and such securities shall cease to be Shares when: (i) a registration statement with respec... | Label: Benefits |
986ffe99-c7f8-4c37-96f1-c5f8a4ba5109 | Clause:
This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No waiver, alteration... | Label: Entire Agreements |
cb18cbd7-279a-41bf-927e-ff52a3503093 | Clause:
The headings of this Amendment Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Headings |
5fec767b-9c58-4d67-af41-eddf40fbba38 | Clause:
WITH RESPECT TO ANY DISPUTE, CLAIM, ACTION, SUIT OR PROCEEDING BETWEEN THE PARTIES IN CONNECTION WITH THIS LICENSE AGREEMENT THAT, PER THIS LICENSE AGREEMENT OR APPLICABLE LAW, MAY BE BROUGHT IN A COURT, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY AND AGR... | Label: Waiver Of Jury Trials |
c3768645-09e8-4030-b96e-7c92b4421cb9 | Clause:
If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Severability |
ccf9d60e-0180-4fae-9130-4f89d6967989 | Clause:
To the knowledge of the officers and directors of the Company and its Affiliates, the Company and its Affiliates and their respective directors, officers, employees, and agents are conducting their business in compliance with Anti-Corruption Laws in all material respects and have instituted and maintained polic... | Label: Anti-Corruption Laws |
fc7883e3-4441-4135-a9ad-b644355efc3c | Clause:
In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion will be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or its counsel.
Task: Classify this ... | Label: Interpretations |
9b375098-df2c-4a5e-a8bb-2760fbbcacbb | Clause:
Borrower (a) will deliver to Administrative Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of Borrower, (c... | Label: Financial Statements |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.