id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d70d4d20-dd34-4c35-af0d-aaf80c3d6b1f | Clause:
If any provision of this Agreement is determined to be void invalid, unenforceable, or against public policy, such provisions shall be deemed severable from the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full force and effect. The invalidity or unenforceability of any... | Label: Severability |
4d88ca55-e60c-444d-a54c-7eb4b5663f94 | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
3e3b99b9-7038-48c4-8541-eb1184838c06 | Clause:
All representations, warranties and covenants contained in this Agreement shall survive indefinitely.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: Survival |
256b126f-0b35-46a0-9d14-fea4fd66a84a | Clause:
The records of the Employer with respect to the determination of eligibility, employment history, Base Pay, absences, and all other relevant matters shall be conclusive for all purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Records |
f0d42ed6-01af-4eff-8680-125372545f11 | Clause:
No waiver by any party of any breach of any terms or conditions contained herein shall be construed as a waiver of any other breach of the same or other terms or conditions herein. No delay or failure by any party in enforcing against the other any term or condition of this Agreement shall be deemed a waiver of... | Label: No Waivers |
922d7ff2-54f0-41a2-be54-0654b081bedb | Clause:
Except for the engagement of the Placement Agent and the fees payable to the Placement Agent, neither the Company nor any of the Company’s officers, directors, employees or stockholders has employed or engaged any broker or finder in connection with the transactions contemplated by this Agreement and no fee or ... | Label: Brokers |
87aceb09-e880-4937-8b68-3ed54b413967 | Clause:
So long as no Event of Default exists under this Agreement or any other Loan Documents, and so long as no event has occurred that, with the passage of time, the giving of notice, or both, would constitute an Event of Default under this Agreement or any other Loan Documents, Borrower shall have the option to req... | Label: Fees |
a9688611-d9e4-4d60-be36-38b011fd39d9 | Clause:
This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Control Agreement by facsimile ... | Label: Counterparts |
a50f2988-ccc0-4766-9c71-99c949fe4e99 | Clause:
Each Affiliated Holder represents that it has taken all actions necessary to authorize it to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and thereby and that this Agreement is a valid and binding obligation of it, enforceable in accordance w... | Label: Authorizations |
a7f61754-8c90-43a9-a7df-3b95eb924ad0 | Clause:
Executive will report to the President and Chief Executive Officer and/or such other officer designated by the President and Chief Executive Officer, performing such duties as are normally associated with Executive’s then current position and such duties as are assigned to him/her from time to time, subject to ... | Label: Duties |
8405869d-9778-48d4-a5fd-0c2d9f1015b3 | Clause:
The execution and delivery of this Agreement by such Stockholder do not, and the performance of the terms of this Agreement by such Stockholder will not, (i) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on such Stockholder or his properties or a... | Label: No Conflicts |
a328f0d2-9abf-4ca4-ad9d-409e0150453d | Clause:
The proceeds of Loans shall be used by Borrowers solely (a) to satisfy existing Indebtedness; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; (d) to make Permitted Acquisitions and (e) for working capital and... | Label: Use Of Proceeds |
f6689181-3bd7-4ac1-aa26-9fd89ece0306 | Clause:
I covenant and agree that if I violate any of the covenants or agreements under this Section 7, Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations, or benefits which I directly or indirectly have realized and/or may realize as a result of, growing o... | Label: Remedies |
5c346a83-b1c9-4953-b5c7-692b61fb7e8f | Clause:
On or prior to each Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Construction Contract, any Refund Guarantee (to the extent issued on or prior to such Borrowing Date), the Vessel and the other transactions contemplate... | Label: Consents |
4b55b328-6bff-42d0-8c70-211616d3148b | Clause:
This Agreement may be signed by the Parties in different counterparts and the signature pages combined to create a document binding on all Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Counterparts |
d2835e29-a3f8-4343-98f2-761ecaddd107 | Clause:
This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument. Counterparts may be delivered via facsimile, electr... | Label: Counterparts |
d5a6c625-8f79-4d87-bfc3-1c2d60b15943 | Clause:
On and as of the Initial Borrowing Date, other than in respect of Dormant Subsidiaries (i) the Parent has no Subsidiaries other than those Subsidiaries listed on Schedule 8.13 which Schedule identifies the correct legal name, direct owner, percentage ownership and jurisdiction of organization of the Borrower an... | Label: Subsidiaries |
2582e395-a599-4589-b59b-632b71199a2e | Clause:
Bank may use confidential information for the development of databases, reporting purposes, and market analysis, so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence sha... | Label: Confidentiality |
bc003010-6a58-46e8-8453-ba385eafb253 | Clause:
THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW... | Label: Governing Laws |
99785a65-f975-4121-a377-f7d6feac6adb | Clause:
Default. Grantor fails to make any payment when due under the Indebtedness.
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, B... | Label: Payments |
0345b76d-e080-4aba-b41c-7a8bebf6858a | Clause:
Notwithstanding the provisions of Section 13.1, (a) an amendment to Section 9.3(a) hereof, or to the definitions of Change in Control, Potential Change in Control, Potential Change in Control Period or Change in Control Agreement, or eliminating or reducing the rights or authority of the Advisory Committee prov... | Label: Change In Control |
9a0775c7-c244-41fd-9ae9-d020d37dd5dc | Clause:
With respect to any Loan, the Administrative Agent shall have received a duly executed notice of borrowing.
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: Notices |
99be7943-0fd7-45ca-8823-676e6c283bf0 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that wou... | Label: Governing Laws |
cda5b96d-66f1-4c85-8191-9a7b115007ce | Clause:
If the number of outstanding Shares is changed by an extraordinary cash dividend, a stock dividend, recapitalization, spin-off, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then the Exercise Price o... | Label: Adjustments |
17e63813-77dc-499b-96a7-3ace8f8f55ab | Clause:
Captions and headings in this Agreement are for convenience only , and are not to be deemed part 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, Assignments, Assigns, A... | Label: Headings |
80b1dda3-c8a1-49e4-bd52-a87bf1686fb3 | Clause:
The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partne... | Label: General |
827ef216-1433-455e-8e15-8310af544e3f | Clause:
The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securitie... | Label: Approvals |
29a5a6d2-4db3-4527-a8a5-2508badcf254 | Clause:
Subject to the Certain Funds Provision, the representations and warranties in the Loan Documents shall be true and correct in all material respects ( provided , that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in ... | Label: Warranties |
5d703fdd-187d-4712-b01c-67197c7ceb2b | Clause:
If a Change in Control of EIX occurs at any time during the Performance Period, the Performance Period for all outstanding Awards will be shortened so that the Performance Period will be deemed to have ended on the last day prior to such Change in Control of EIX. The Annual Incentive Pool and the Annual Incenti... | Label: Change In Control |
39da8832-83cc-451c-9225-ad557c2ab692 | Clause:
No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any... | Label: No Waivers |
0082ed65-641d-43e5-bd5b-b761a5b5c12d | Clause:
Debtor hereby acknowledges and agrees that there are no defenses, counterclaims, offsets, cross-complaints, claims or demands of any kind or nature whatsoever against Lender or under the terms and provisions of or the obligations of Debtor under the Loan Documents, and that Debtor has no right to seek affirmati... | Label: Releases |
4268e3b6-3f25-4e79-8922-faad3caeac1a | Clause:
No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be perform... | Label: Amendments |
75ab892a-e137-45c3-9546-ba10ee957586 | Clause:
The Company provides a competitive benefits package for its eligible employees. You will be eligible to participate in the employee benefit plans and programs generally available to the Company's employees, including group medical, dental, vision, life insurance, disability, and Flexible Spending Plan (Healthca... | Label: Vacations |
1da09b55-6252-42e0-a6e1-67a81d0eab8e | Clause:
All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution... | Label: Survival |
6f48a9ee-d2cc-4ebb-85d3-27437a0157dc | Clause:
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party or any Affiliate of a Loan Party to any Agent, Joint Lead Arranger or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereund... | Label: Disclosures |
32f5c498-36ff-46f6-bbad-b57c958c9038 | Clause:
If any court holds the Restrictive Covenants unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Company to the relief provided above in the courts of any other jurisdiction within the geo... | Label: Enforceability |
9f0e3387-ef2c-4748-ab0d-be6e77629157 | Clause:
(a) Prior to the Discharge of Priority Lien Obligations, the Priority Lien Agent agrees that if it shall at any time hold a Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral, and if such Collateral is in fact in the possession or under the control of the Prior... | Label: General |
c007b73d-20f1-4c5e-9f00-5175d9bf64c5 | Clause:
This Agreement and any disputes or claims arising out of or in connection with its subject matter shall be governed by and construed in accordance with the laws of the State of Florida without regard to the rules of conflict of laws of such state that would cause the laws of another jurisdiction to apply. The p... | Label: Governing Laws |
91459501-0a8d-48e3-8b58-4fdda9b765db | Clause:
The Subscriber covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Subscriber may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Subscriber in connectio... | Label: Confidentiality |
2af76690-fae0-4280-b989-f9b8f9650035 | Clause:
The Company shall comply in all material respects with all laws, rules and regulations applicable to the manufacture, labeling, packaging and sale of the Products.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Compliance With Laws |
e599d756-87e5-4d56-8f95-01283f7e73c3 | Clause:
By execution of this Agreement, Borrower acknowledges and confirms that Borrower does not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relati... | Label: Releases |
3bac87b4-5709-4a8d-89e1-ba332893cd54 | Clause:
The Holder hereby waives, effective as of the Effective Time: (i) the breach by the Company of Section 4(n)(ii) of the SPA solely with respect to (x) the Company’s filing of the Offering Registration Statement, (y) the Company's filing of amendments to the Offering Registration Statement to complete the Subsequ... | Label: Waivers |
c55743ec-4bab-4f28-b044-788d382b0e82 | Clause:
The proceeds of the Term B Loans shall be used to refinance the term loans outstanding under the Existing Credit Agreement and to pay related fees and expenses. The proceeds of any Incremental Term Loans shall be used for general corporate purposes (including Permitted Acquisitions and other Investments permitt... | Label: Use Of Proceeds |
f1377a70-5924-47ec-b1a0-98226bc5ce00 | Clause:
Any notice required to be given hereunder shall be sufficient and deemed given when in writing, and sent by certified or registered mail, return receipt requested, first-class postage prepaid or hand delivered, to Employee’s last known residence in the case of Employee, and to its principal office to the attent... | Label: Notices |
921168ca-c3d3-42b4-ba52-4529d365c0c9 | Clause:
Notwithstanding anything to the contrary set forth in this Lease, Sublandlord shall not be in default in the performance of any obligation required to be performed by Sublandlord pursuant to this Lease unless (i) in the event such default is with respect to the payment of money, Sublandlord fails to pay such un... | Label: General |
dd6ada35-239f-4945-8706-8301e82ecb00 | Clause:
As such term is defined in Section 4.2(e) .
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 Effects, Books,... | Label: Indemnity |
58303e98-2769-4a03-9502-1f37acb941d5 | Clause:
This Agreement shall be construed and the respective rights of the Parties determined according to the substantive laws of the Commonwealth of Massachusetts notwithstanding the provisions governing conflict of laws under such Massachusetts law to the contrary.
Task: Classify this clause into ONE of these types... | Label: Governing Laws |
add076bf-0b55-4353-9100-eb179f30e07e | Clause:
Neither Parent nor any Borrower shall, nor shall they permit their respective Subsidiaries to, use the proceeds of the Loans for any purpose other than (a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemp... | Label: Use Of Proceeds |
bfd0b786-19ff-4b6d-b7c6-686ef376cc3a | Clause:
This Amendment Number Six shall become effective as of the date that the Agent shall have received counterparts hereof duly executed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Effectiveness |
8679722d-bdbb-4a6f-942a-2be2439ea6c7 | Clause:
Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction. Without limiting the fore... | Label: Severability |
fa1b1d0d-74fa-49b1-b37f-a0bd63ad0739 | Clause:
This Agreement will be binding upon the successors and assigns of the Company and upon the legal representatives, heirs and legatees of the Optionee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Binding Effects |
f543111f-9bba-42a8-8650-1ac892599aca | Clause:
Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the full replacement cost of the Project. Landlord shall further procure and maintain (i) commercial general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property d... | Label: Insurances |
d5237ca0-deb4-4ea2-a873-bce155e76ccc | Clause:
If any court of competent jurisdiction holds any provision of this Amendment invalid or unenforceable, the other provisions of this Amendment shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect u... | Label: Severability |
828d358f-b9f5-44c3-8a6b-95c84282cb29 | Clause:
The Borrower has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes, governmental charges and assessments due and payable with respect to such returns, except any such taxes or charges which are being diligently contested in good faith by appropriate proceed... | Label: Taxes |
b87ab7e1-4666-4d1e-be91-8879356fb77b | Clause:
Upon the request of the Administrative Agent, each Borrower Party will promptly cure, or cause to be cured, defects in the creation and issuance of any Revolving Loan Notes and the execution and delivery of the Loan Documents (including this Agreement), resulting from any act or failure to act by any Borrower P... | Label: Further Assurances |
5d9fa3fb-fcf0-4222-adab-267833371a64 | Clause:
The representations and warranties contained in each Financing Document are true and correct on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties... | Label: Warranties |
a4a55a9a-4c98-406c-83b3-dfd3cdde1770 | Clause:
(a) On any Conversion Date, (i) all Foreign Currency Loans then outstanding shall be converted into Dollar Loans (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding such Conversion Date) (“ Converted Loans ”), (ii) all accrued and unpaid interest and other amount... | Label: Participations |
a3fc9586-0658-4d5b-be75-dc4300ee042d | Clause:
This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be wholly- performed within said State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Applicable Laws |
afdc651d-fc48-4785-9ae4-1620c2b24c7f | Clause:
This Amendment does not constitute an amendment of any other provision of the Credit Agreement or the other Loan Documents, a waiver of any other provision of the Credit Agreement or the other Loan Documents, or any other right, power or remedy of the Lenders thereunder. This Amendment is limited as specified h... | Label: Amendments |
e0383082-8026-4cf9-8975-4c2164fd0ef5 | Clause:
Subject to the Approved Budget and the requirements set forth in Section 3.03(m) , at all times during the Initial Term or the Renewal Term, as applicable, Manager shall advise, propose and consult with the General Manager in connection with the hiring, discharge, promotion, supervision, training, benefits and ... | Label: General |
b609b0d4-647d-452d-9d59-7a3f8ca1b476 | Clause:
The Executive's employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 0 or 0 above, or, except as otherwise required by law or the terms of any applicable benefit plan, to provide... | Label: Death |
294d795b-7a11-4d34-8970-69dd68a5847d | Clause:
The Company and the Lender shall pay their own costs and expenses in connection with the preparation, execution and delivery of this Note and the other transaction documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Expenses |
387adb25-5899-44e4-97f2-9c25fb1b8137 | Clause:
Any consents or approvals required by Purchaser to consummate the Acquisition shall have been obtained and shall be in full force and effect, except to the extent the failure to obtain any such consent does not have a material adverse effect on the aggregate benefits to be derived by Seller from the transaction... | Label: Consents |
b0a74e62-4ccf-4196-89c4-527ce6848802 | Clause:
To the Company’s knowledge, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequ... | Label: Financial Statements |
5695eded-cc6f-4e30-ac34-e279372e7a5b | Clause:
Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall... | Label: Severability |
caeb2d65-5240-43ce-aedf-1b925f13030d | Clause:
During the term of his employment under this Agreement, the Executive shall be entitled to vacation in accordance with the Company’s policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Vacations |
38bff823-072f-4608-a428-de65d1988c4d | Clause:
The Partnership may, without prior written consent or notice, (i) file the Transaction Agreements as exhibits to Exchange Act reports, if required by applicable Law and (ii) disclose such information with respect to any Purchaser as required by applicable Law or the rules or regulations of the NASDAQ or other e... | Label: Disclosures |
4155daa5-6d4b-4bd8-9f67-5e42394f825a | Clause:
Each Borrower Party shall at all times make, or cause to be made, prompt payment of contributions required to meet the minimum funding standards set forth in ERISA with respect to each Borrower Party’s and its ERISA Affiliates’ Plans that are subject to such funding requirements; furnish to the Administrative A... | Label: Erisa |
6eb5e01a-2e57-4ff0-a255-2add822760b6 | Clause:
All notices under this Agreement must be given in writing, by personal delivery or by registered mail, at the parties’ respective addresses shown on this Agreement (or any other address designated in writing by either party), with a copy, in the case of CBS, to the attention of the Executive Vice President, Gen... | Label: Notices |
ab2f7729-851f-4477-8565-d0dcc05445a6 | Clause:
If Executive commits a material breach of any of Executive’s obligations under this Separation Agreement, in addition to any other legal or equitable remedies it may have for such breach, including the remedies in Section 6(f) above, the Company shall be entitled to its attorneys’ fees incurred due to such brea... | Label: Remedies |
a4080c6f-efd8-440d-a7e5-6d4b58fb7f10 | Clause:
If the Closing occurs: (a) each of the representations and warranties made by Purchaser herein shall be deemed modified if and to the extent necessary to reflect and be consistent with any facts or circumstances of which the Sellers have actual knowledge as of the Closing Date; and (b) each of the representatio... | Label: Representations |
27dfe289-9d44-49a8-b238-e42989cf84d6 | Clause:
The Parties agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enfo... | Label: Specific Performance |
8c61161c-0a9b-4a40-a777-71240d2e5fc7 | Clause:
Comply in all material respects with the requirements of all Applicable Laws (including Environmental Laws and ERISA), and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Applicable Law or order, writ, injunction o... | Label: Compliance With Laws |
5569632f-f75e-48f0-8c64-724da0cc95b7 | Clause:
This Agreement may be executed in multiple counterparts (including via facsimile or electronic mail), which shall be deemed an original but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Counterparts |
d8a814a9-8683-4f54-b5f2-3e949c0b30ee | Clause:
During the Employment Term, Employee’s base salary shall be $415,800 per annum, which salary may be increased (but not decreased) by the Board (or a designated committee thereof) in its discretion (the “ Base Salary ”), which Base Salary shall be payable in regular installments in accordance with the Company’s ... | Label: Base Salary |
9d3579ce-099f-474e-ae9f-9a3d8ced7d9f | Clause:
Following the Termination Date, Employee agrees to provide consulting services to Employer as reasonably requested by the Chief Executive Officer of Employer from time to time; provided that Employee and Employer agree that in no event will Employer require, nor will Employee perform, a level of services follow... | Label: Cooperation |
e70ea870-f473-4f86-bdc4-f40472289c85 | Clause:
Notwithstanding any other provision of this Section 2.31 , the Agent and each Lender agree that if the Agent or a Lender is required under applicable Law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct... | Label: Withholdings |
0c6c4eb8-3273-4cb3-b481-ec4a12b642d2 | Clause:
If the Employee’s Service with the Corporation or a Subsidiary or an Affiliate terminates during the first year of the Vesting Period because of the Employee’s Retirement, due to his or her Disability or due to his or her death, the Employee (or, in the case of the Employee’s death, the Employee’s beneficiary o... | Label: Disability |
271bc34b-af88-4127-bb96-35b24e6136f6 | Clause:
This Amendment may be executed in multiple counterparts, each of which may be delivered via facsimile or other electronic means, which taken together shall constitute the original agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: General |
dff22077-bacc-469f-9d22-72b6fbc37d17 | Clause:
Following the termination of the Executive’s employment with the Company for any reason, the Executive shall not say, publish or do anything that casts the Company, or any Affiliated Entity, or any officer or director of the Company, or any Affiliated Entity, in an unfavorable light, or disparage or injure the ... | Label: Non-Disparagement |
8ebb9174-c6dd-4eca-ab0c-7bfce65bbc98 | Clause:
Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may exercise any one or more of the following rights or remedies: (a) declare all Obligations to be immediately due and payable in full, and the same shall thereupon be immediately due and payable in full, without presentment o... | Label: Remedies |
c9dc9df7-b8dd-46db-b20d-7ea0168ab10b | Clause:
This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, without regard to the Laws of any other jurisdiction that might be applied bec... | Label: Governing Laws |
f3f6b1aa-f9a3-4985-959b-94a7969239a4 | Clause:
Any Funding Notice or Letter of Credit Application shall be executed by an Authorized Officer in a writing delivered to the Applicable Agent. In lieu of delivering a Funding Notice, the Applicable Lead Borrower may give the Applicable Agent telephonic notice by the required time of any proposed borrowing or con... | Label: Notices |
cb72502b-83ee-4b38-a1c2-9258d4c63b60 | Clause:
Each Borrower will (a) keep, and cause each of its Restricted Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all Taxes (including income Taxes), depreciation, de... | Label: Records |
4deb220a-c99c-4d15-9708-00c79e907fc6 | Clause:
No representation or warranty made by Quant in this Agreement or in any document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading.
Task: Classify this clause into ONE of these ... | Label: Disclosures |
5bccb815-d878-4f18-a9ed-b6db20f3863a | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s right... | Label: Participations |
f992f84a-ebef-445b-aee6-3dc16f228b99 | Clause:
All representations and warranties made by HCM and the HCM Managing Member on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case... | Label: Representations |
134cfda3-8b94-4574-8c68-5ada1a9d8761 | Clause:
(i) The Agent shall have received the fees to be paid on the Closing Date set forth in the Fee Letter; (ii) the Lenders shall have received the fees to be paid on the Closing Date set forth in the Fee Letter; and (iii) all reasonable and documented out-of-pocket expenses of the Agent and Security Trustees (incl... | Label: Fees |
34bc2f7c-f571-46ce-9f76-853203b54224 | Clause:
This Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Entire Agreements |
4f7accf6-e16f-453d-b002-2dbefeb94e17 | Clause:
This Agreement shall be governed by, and construed according to, the provisions of the laws of the State of Florida without giving effect to its principles of conflicts of laws. This Agreement may be executed in multiple counterparts, each of which shall constitute an original hereof. Executed counterparts may ... | Label: Miscellaneous |
f07c17d6-71eb-492f-bace-ce3416547ba6 | Clause:
The following capitalized terms shall have the meanings specified in this Section 1.1 . Other terms are defined in the text of this Agreement and those terms shall have the meanings respectively ascribed to them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Definitions |
c62a63c4-3808-42dd-b43d-1ed192b6a15b | Clause:
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Agreement. This Agreement shall become effe... | Label: Counterparts |
6b636a3e-0235-43e7-8cd8-41a624d19b5a | Clause:
This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the other party, except that either party may assign this Agreement without consent to any Affiliate of the transferring party or in connection with a merger, acquisition, reorganization or sale of t... | Label: Assignments |
c66a47ea-509c-47d5-81b9-476df584adc8 | Clause:
This Agreement shall be governed in all respects by the laws of the State of New York without regard to the principles of conflict of laws thereof that would cause the laws of another jurisdiction to apply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Governing Laws |
6f715794-42b3-45c2-9c52-01b3ff82dee9 | Clause:
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy, facsimile, or e-mail transmission up... | Label: Notices |
338c218d-acb1-4165-9cbf-ec5f1c3e3f5e | Clause:
AXOGEN hereby employ s Employee, and Employee hereby accepts such employment, beginning March 14 , 2016, all upon the terms and conditions set forth in this Agreement, including those set forth in the attached Schedules and Exhibits.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Employment |
c9ea69cd-cc0f-4e92-bfb5-ddf0ae986d57 | Clause:
The “Restricted Period” is the period beginning on the Grant Date and ending on the date the Restricted Shares, or such applicable portion of the Restricted Shares, are deemed vested under the schedule set forth in the Notice. The Restricted Shares shall be deemed vested and no longer subject to forfeiture unde... | Label: Vesting |
95dcc9ca-bde7-47a6-8b26-5fc81c84b7fb | Clause:
Any notice required by the provisions of this Certificate of Designation shall be given in accordance with the terms of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Notices |
64295dd0-fffe-4b9a-a709-503de51ba4f1 | Clause:
The Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it hereunder on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Agreements |
67f10b16-b11e-4d38-ab97-0986efe425a7 | Clause:
The Lenders shall have received (i) the Consolidated Audited Financial Statements for 2013, 2014 and 2015, which shall be deemed delivered to the Lenders upon filing of the Borrower’s Form 10-K with the Securities and Exchange Commission containing such financial statements and (ii) the unaudited consolidated b... | Label: Financial Statements |
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