id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
83aad4da-c591-46e0-bc74-8d5d817afe29 | Clause:
The Borrower will use the proceeds of the Loans solely for (a) prior to the occurrence of the Qualified Capital Raise (but subject to the proviso below), (i) payment of closing costs in connection with this Agreement, (ii) payment on the Closing Date of existing Secured Indebtedness related to the Initial Borro... | Label: Use Of Proceeds |
68d29bfb-5de6-4f40-b4f9-1338345eb862 | Clause:
In case any one or more of the provisions contained in the Plan shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions in the Plan shall not in any way be affected or impaired.
Task: Classify this clause into ONE of these typ... | Label: Severability |
a9e6dc94-d229-499a-baf9-4ee38ee572b2 | Clause:
This Agreement may be assigned by the Company, but cannot be assigned by Executive. An assignment of this Agreement by the Company shall not relieve the Company of any liability or obligation under this Agreement except any such assignment in connection with or as a result of a Change in Control (including, but... | Label: Assignments |
bdfd8e38-5f75-460c-bfea-8f7563d38bf4 | Clause:
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Any action or proceeding to enforce or defend any rights under this Agreement or under any agreement, instrument or other document contemplated hereby or... | Label: Governing Laws |
6b78a979-73fa-4c12-83a6-53ab3b5d09b7 | Clause:
This Agreement shall terminate with respect to a holder of Registrable Securities on the date on which such holder ceases to hold Registrable Securities; provided that, such holder’s rights and obligations pursuant to Article III shall survive with respect to any Registration Statement in which any Registrable ... | Label: Terms |
28e09ad6-7d43-4c20-8622-707a2d8a9da1 | Clause:
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the Seller, the Buyer the Company and the Escrow Agent.
Task: Classify this clause i... | Label: Entire Agreements |
255a2933-9faf-4b85-9d48-c045517bd767 | Clause:
This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Delaware, without giving effect to the conflict of laws rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Governing Laws |
a5c8c3d5-51b1-402c-98a6-018d095d7a7a | Clause:
Each of the provisions contained in this Exhibit A is and shall be construed as separate and severable and if one or more of such provisions is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade or unenforceable in whole or in part for any reason, the remaining p... | Label: Severability |
e2f10e1b-6a84-484f-bdeb-a1d7e487b75f | Clause:
Except as set forth in the Post-Closing Letter Agreement and except as required by clause (n) below, the Administrative Agent shall have received evidence of insurance coverage in compliance with the terms of Section 5.09 in form, scope and substance satisfactory to the Administrative Agent, together with certi... | Label: Insurances |
3a5a782f-65ab-4819-b88b-647813903845 | Clause:
This Agreement (together with the Share Exchange Agreement and the Lock-Up Agreements to the extent incorporated herein, and including all agreements entered into pursuant hereto or referenced herein and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of ... | Label: Entire Agreements |
76b95751-76e3-43ce-b5ce-d9fe2a4107eb | Clause:
As used in this Surrender, the terms Nation Australia and Paltar include their respective heirs, personal representatives, successors, assigns, affiliates, predecessors in interest, successors in interest, assignors, assignees, agents, independent contractors, employees, attorneys, directors, shareholders, inve... | Label: Binding Effects |
1a254656-5022-44fc-8c92-0e128e431e2b | Clause:
The Employee’s obligations under this Section 6 shall survive the termination of this Agreement and the termination of his employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Survival |
e1ba86f2-9cbc-4475-948e-1eb5cf9e1e4e | Clause:
The capitalization of the Company as of the date of this Agreement is as set forth as follows: (i) 14,640,154 share of Common Stock outstanding; (ii) 100,000 shares of Series B Preferred Stock outstanding; (iii) 455,002 shares of Series C Preferred Stock outstanding; (iv) 378,776 shares of Series D Preferred St... | Label: Capitalization |
aed07027-9513-47bf-b234-000993e12cc1 | Clause:
This Agreement may be executed by the parties separately in counterparts, and facsimile or electronic (PDF) copies of the separately-executed Agreement shall, upon exchange by delivery, facsimile, or PDF/email between the parties or their counsel, have the same force and effect as if a mutually-signed, single o... | Label: Counterparts |
2f89e9b9-8491-4cee-932a-e5047fac5a37 | Clause:
Except as disclosed in Section 3.1(j) of the Disclosure Letter or the SEC Reports, there is no Proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any of its properties that has or would reasonably be expected to have, individually or in the aggregate, a M... | Label: Litigations |
dcb6b2dc-7ec1-4d75-bba9-50b9137f16e5 | Clause:
THIS COLLATERAL AGENCY HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL BE GOVERNED BY AND INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES BOUND HEREBY DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause... | Label: Governing Laws |
dde9fbdf-ead8-4e49-834b-491a741ba2e1 | Clause:
THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS... | Label: Waiver Of Jury Trials |
68409639-65a2-455a-8c78-6054aae28e72 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
f2cf36b6-578a-4873-a242-d5a98d0c6c56 | Clause:
The Employer may withhold from any amounts payable or benefits to be provided to the Executive under this Employment Agreement or otherwise all Federal, state, city or other taxes and other amounts that the Employer may reasonably determine are required to be withheld pursuant to any applicable law or regulatio... | Label: Withholdings |
902efa2c-de60-4730-acb1-e97f5407a068 | Clause:
The parties acknowledge that all utility charges and all real and personal property Taxes related to the Real Property, the other MPT Acquired Assets and MPT Financed Assets shall be the responsibility of the New Steward Lessees, the New Steward Borrowers, and their Affiliates pursuant to the terms of the Maste... | Label: Taxes |
f80ef620-829f-4372-8db9-afc348ac40fc | Clause:
The Executive's employment under this Agreement shall continue from the Effective Date through February 28, 2020, unless terminated earlier pursuant to § 5 below (the “Initial Term”). Thereafter, this Agreement shall automatically renew for additional one (1) year terms (each, a “Renewal Term”) unless, not less... | Label: Terms |
0b18541d-f242-4c1e-910b-6961f0f6fc86 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. All of such counterparts shall be read as though one, and they shall have the same force and effect as though all the signers had signed a single page.... | Label: Counterparts |
0645ba03-50b7-4715-9364-e521f7608157 | Clause:
Each Security Party hereby represents and warrants that, other than the events of default specified in the April 2017 Letter Agreement (the “ Disclosed Events of Default ”), as of the date hereof no Event of Default (as such term is defined in the Loan Agreement, as amended hereby) or event which, with the pass... | Label: No Defaults |
58433104-ba7a-4d4b-a77b-c3bfc2752141 | Clause:
The Borrower and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being c... | Label: Compliance With Laws |
20b6a07a-fdf7-46c9-9581-15dc638ca900 | Clause:
EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATIO... | Label: Waiver Of Jury Trials |
96dd614d-f2f1-45f7-8342-80c654cb26fe | Clause:
Each of the Parties and their respective officers, directors, guarantors, employees and agents agree that the terms of this Note and the transactions among the Parties are confidential pursuant to the terms and conditions of a non-disclosure agreement entered into by and among the Parties.
Task: Classify this ... | Label: Confidentiality |
f1688677-8bce-4b9a-b287-0b0d40d874cd | Clause:
All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to TRI Pointe Group, Inc., Attn: Chief Financial Officer, 19540 Jamboree Road, Suite 300, Irvine, California 92612, and if to the Employee, to the last known mailing address of the Employee contained i... | Label: Notices |
1708589c-f5e0-4c75-ba78-8d1c856fba41 | Clause:
All Base Salary, bonus and other compensation described in this Agreement shall be subject to withholding for federal, state or local taxes, amounts withheld under applicable benefit policies or programs, and any other amounts that may be required to be withheld by law, judicial order or otherwise.
Task: Class... | Label: Withholdings |
c3aaff84-d62d-45cf-a0f5-fcf30dc73e8b | Clause:
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent ... | Label: Severability |
9faeb93e-c180-4d8c-a7f8-196d575eba16 | Clause:
The Bank shall employ Executive to serve as Executive Vice President & Chief Credit Officer of the Bank and Executive Vice President of Bancorp, a publicly traded corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Positions |
eada88a3-0b3d-4973-9f6c-86deb538e64d | Clause:
This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant and any country-specific terms contained in Appendix A, represents the entire agreement between the parties with respect to the RSUs.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Entire Agreements |
7726f8c1-401c-4314-a9da-e38be0dd8dd8 | Clause:
To Borrower’s knowledge, Borrower is presently in compliance in all material respects with all applicable governmental requirements to which Borrower, or any of Borrower's assets or properties, is subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect o... | Label: Compliance With Laws |
dac9f11f-0117-45f7-b584-abadc3d1d59d | Clause:
(a) The Borrower will comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, all zoning and building codes and ERISA and the rules and regulations thereunder) except where the nece... | Label: Compliance With Laws |
4e6af25d-f871-42b6-a67c-9925c7ef4b1d | Clause:
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS FIRST AMENDMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS FIR... | Label: Jurisdictions |
6ba53265-edde-4199-872f-7fbede467f40 | Clause:
Terms used in this Form of Terms that are defined in the Plan will have the meanings ascribed to them in the Plan. The Long Term Incentive Program Document (the “LTI Program Document”), an administrative document adopted by the Committee which is set forth at https:/mysource.southernco.com, contains additional ... | Label: Terms |
1da880b6-ddab-41be-8e1e-14f840202dc6 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and the Administrative Agent shall have been notified by each Extending Lender that such Extending Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borro... | Label: Binding Effects |
78977ca6-47cb-4559-9b4c-0b52122e8090 | Clause:
All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision... | Label: Severability |
de3eff6c-fff3-45de-9539-00ebb9fb7586 | Clause:
The waiver by either party of a violation by the other party of any provision of this Agreement will not operate or be construed as a waiver of any subsequent violation. Any waiver of an obligation under this Agreement will only be valid if it is in writing and signed by an authorized representative of the waiv... | Label: Waivers |
50f60b52-8cba-44b3-bcb9-d009108028e1 | Clause:
Buyer shall be solely responsible for providing insurance in respect of the Acquired Assets and for any claims made in connection with any losses from and after the Closing. Without limiting the rights of Buyer set forth elsewhere in this Agreement, if any claims are made or damages, losses or liabilities occur... | Label: Insurances |
d2009830-4b2d-4ccc-bb4f-b6674747d3b7 | Clause:
Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification will or could be sought under this Agreement. Such notice to the Company shall inclu... | Label: Notices |
1a266d63-384d-4098-8342-8a74106da0a1 | Clause:
If any provision of this Guaranty is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion will be deemed severed from this Guaranty and the remaining parts will remain in full force as though the invalid, illegal or unenforceable portion had never been part of th... | Label: Severability |
7a895fa1-47f8-47b7-b992-3ee0debbdd09 | Clause:
Assignor hereby sells, transfers, assigns, delivers and conveys to Assignee, its successors and assigns, subject to the permitted title exceptions set forth in Exhibit F attached hereto and made a part hereof, all right, title and interest of Assignor in, to and under the Leases, the Guaranties, the Security De... | Label: Assignments |
b11ff925-dfa7-4315-8d70-2c238cafa0d0 | Clause:
The parties acknowledge and agree that each of the restrictive covenants contained in this Agreement is reasonable and valid in time and scope and in all other respects. Each of the restrictive covenants shall be considered and construed as separate and independent covenants. Should any part or provision of any... | Label: Severability |
69378e09-d71b-42c8-a447-732e46f0951b | Clause:
The captions, headings, and arrangements used in this Mortgage are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Headings |
d9f6913a-bf76-4d8b-bc38-6def2a23ea6c | Clause:
(a) The Company irrevocably submits to the non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law... | Label: Waiver Of Jury Trials |
74ad2f05-620e-44e8-9f18-a78327a62fdb | Clause:
All Subsidiaries of the Company and the locations thereof on the Closing Date are set forth in the SEC Reports (as defined below). The SEC Reports set forth, as of the Closing Date, the Company’s jurisdiction of organization and the location of Company’s executive offices and other places of business.
Task: Cl... | Label: Subsidiaries |
94bf5ab4-a8ad-451d-a877-a6708ca28d34 | Clause:
Selling Member understands and agrees that in the course of providing services to the Company, Selling Member may acquire confidential and/or proprietary information concerning the Company’s operations, its future plans and its methods of doing business. Selling Member understands and agrees it would be extreme... | Label: Confidentiality |
add25588-a7d0-47ed-951f-467616374a3a | Clause:
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws that would result in the application of the laws of another jurisdiction. The parties further agree that any action between them shall be heard in New York City, New Yor... | Label: Governing Laws |
8b0fd912-8d12-4eca-8465-1291ae5ec52a | Clause:
The Closing will take place on the Closing Date at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, or such other place as will be mutually agreed to by the Company and the Initial Consenting Creditors.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Closings |
a0994635-3ae0-4d29-9c06-56ee6bfd3b2c | Clause:
The Credit Parties own or possess adequate and legally enforceable rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and all other intell... | Label: Intellectual Property |
d8c07cb2-528c-4623-9688-823795831233 | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, 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 |
3b9d501a-3741-42c8-b2d8-71f944c6bae7 | Clause:
WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THER... | Label: Waiver Of Jury Trials |
12889060-991c-4533-88b2-ba0058ec74c2 | Clause:
Except as provided in Schedule 3.1(g) , the capitalization of the Company immediately prior to the First Closing is, in all material respects, as set forth in the SEC Reports. Except as provided in Schedule 3.1(g) , no Person has (i) any right of first refusal, preemptive right, right of participation, or any... | Label: Capitalization |
b5f42eca-b398-446d-834f-91fc8caa92d1 | Clause:
Where any person is entitled to receive Shares pursuant to the Award granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without no... | Label: Taxes |
6f4a19b5-67ab-4317-9d58-6a7cf83f59da | Clause:
The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction except that the Company and any Subsidiary may become and remain liable as lessee, guarantor or other surety with respect to any lease under a Sale and Leaseback Transaction if and to the extent that the ... | Label: Sales |
1355e60a-aff5-4e9d-95e1-0a76ca860d68 | Clause:
Each Award Agreement shall specify the number of Shares subject to the Performance-Based Restricted Share Award, the Performance Objectives and other conditions which must be satisfied in order for the Performance-Based Restricted Shares to vest, the Performance Cycle within which such Performance Objectives mu... | Label: Terms |
fd885832-c3af-40ab-9cf8-40ac1712132a | Clause:
This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof and any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing ... | Label: Entire Agreements |
473d6314-bfce-490b-955c-a272f4653f6d | Clause:
The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Release Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be emp... | Label: Interpretations |
f646ee41-b0a1-4b69-b3eb-e50fbae17a86 | Clause:
If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Severability |
86e21557-0d2e-419e-a151-bfab7ee8dfa6 | Clause:
The Executive shall be entitled to vacation in accordance with the Corporation’s vacation or paid time off policy as in effect from time to time for the most senior executive officers of the Corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Vacations |
731b6187-bd1d-4ca8-a253-c9f238d2c05f | Clause:
Executive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Bank, as it may exist from time to time, are valuable, special and unique assets of the business of the Bank. Executive will not, during or after the t... | Label: Confidentiality |
3fa486a8-a7e2-46f5-9c67-2ac91d36605b | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
69ed682a-11a9-4ff2-8800-9991d82b4f7b | Clause:
If an Executive violates or threatens to violate any provisions of Sections C.6 or C.7 of the Plan, the Employer or its successors in interest shall be entitled, in addition to any other remedies that they may have, including money damages, to an injunction to be issued by a court of competent jurisdiction rest... | Label: Remedies |
fbd77c8c-56ed-4133-bf7c-acfe34fcc30d | Clause:
Following the Separation Date, Executive will not be required to perform any services for Company except: (a) as is necessary to cooperate with and assist Company as requested in the orderly transition of duties, including but not limited to, answering Company's questions on an ongoing basis as Company may reas... | Label: Cooperation |
74bcaf8f-6854-4ebf-b6d1-f2421f1b6342 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
499d3292-1a5d-40b3-9e60-e03c5f64c98f | Clause:
Except as expressly provided by this Article IX , no Partner shall transfer all or any part of its Partnership Interests or Voting Interests to any Person without first obtaining the written approval of each of the other Partners, which approval may be granted or withheld in their sole discretion; provided , ho... | Label: General |
ce1275c8-0ad3-47a3-8d86-e4c27618d3e1 | Clause:
Upon the date of the issuance or increase of a Letter of Credit, the Issuing Lender shall be deemed to have sold to each other Lender and each other Lender shall have been deemed to have purchased from the Issuing Lender a participation in the related Letter of Credit Obligations equal to such Lender’s Pro Rata... | Label: Participations |
b3d59e3a-7aee-4fe3-abbe-aa5c2f6266bc | Clause:
This Agreement may not be revoked, modified or amended except by written instrument executed and delivered by duly authorized officers of each of Parent, the Company and each Stockholder that is party hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Amendments |
52903712-4146-4a69-adc0-093060b64bf4 | Clause:
The Borrower shall not, directly or, to the Borrower’s knowledge, indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual ... | Label: Sanctions |
383c5a5c-2ce0-4b9b-b19a-3f6bd6981bc3 | Clause:
Time is of the essence of this Agreement and each and every term, covenant and condition contained herein. All covenants, agreements, representations and warranties made in this Agreement or in any of the other Loan Documents shall continue in full force and effect so long as any of the obligations of any part... | Label: Survival |
0db17ff5-0d4a-47f9-ab4b-5c98f80e44b9 | Clause:
You hereby consent and agree that state courts located in Harris County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Award or this Agree... | Label: Venues |
6dd83f77-2b43-4189-94b2-bd9b6b1a4165 | Clause:
The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Terms, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee s... | Label: General |
65e134fa-808c-4d5a-9430-671775a49f14 | Clause:
The Loan Parties, taken as a whole, shall be and remain Solvent at all times.
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,... | Label: Solvency |
58fd69bb-8dda-47a7-8c02-ce5c40664698 | Clause:
The parties to each assignment shall execute and deliver to the Servicing Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Servicing Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment ... | Label: Assignments |
d8d457d5-7c18-4f25-a71c-88163857d951 | Clause:
Following the date hereof, Seller shall take such steps and actions, and provide such cooperation and assistance to Buyer and Spin-Off Subsidiary and any of their successors, assigns and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, po... | Label: Further Assurances |
64c9c236-b135-48d4-b1a3-9c37f9944364 | Clause:
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided , however , that (i) the provisions of Article V (Representations, Warranties and Covenants of t... | Label: Survival |
8afecd43-39ec-4c3a-bd29-c1edd8944cdc | Clause:
The Company’s financial statements fairly present the financial condition of the Company at the dates of said statements and the results of its operations for the periods covered thereby and will be prepared in accordance with generally accepted accounting principles and practices consistently applied and consi... | Label: Financial Statements |
034f475e-f2b8-4cfd-a01c-d3a032fc5f29 | Clause:
EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND... | Label: Consent To Jurisdiction |
7ae5dcf5-1de2-4bb3-bb06-48d03c815c50 | Clause:
The Parties agree that worldwide and for a 12-month period hereafter, they will not disparage the other Party, any products, services, or operations of the other Party, or any of the former, current, or future officers, directors, or employees of the other Party. This clause shall not apply on occasions when a ... | Label: Non-Disparagement |
e3ede304-334c-444e-8425-cc460ecc7dbc | Clause:
(a) Keep all material Property in good working order and condition, ordinary wear and tear and casualty and condemnation excepted and except to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Effect or as otherwise expressly permitted by this Agreement, (b) maint... | Label: Insurances |
59b61ae3-ddb2-462a-a69c-4d66c52ddaeb | Clause:
No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents shall impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of ... | Label: Waivers |
7ca0201e-dc97-4dba-a9dc-19d9b8a74129 | Clause:
Any Lender may at any time, with notice to and the consent of the Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this ... | Label: Participations |
06f64583-b0c5-4ca0-929e-e209a5d099ce | Clause:
The Company shall comply with applicable securities laws by filing a Current Report on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated hereby, if the Company deems the transactions contemplated hereby to constitute material non... | Label: Publicity |
b443e8ff-08cc-4b9d-8135-4566fad3af8b | Clause:
Each Obligor (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “ Releasors ”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each of the Supporting Holders, togethe... | Label: Releases |
8b214b89-668c-4e42-a3ef-dc9eda405860 | Clause:
Anything in this Agreement to the contrary notwithstanding, the liability of each Indemnitor under this Article VI shall survive as follows: (a) an Indemnitor’s liability for breach of any representation or warranty of such Indemnitor in this Agreement shall survive until and terminate upon the first (1 st ) an... | Label: Survival |
9b71f2fb-951c-42a9-b8e2-68fa43f68e1b | Clause:
If provided by the Employer in Section 1.08, and subject to Section 1.08(e)(2), if a Participant has a Separation from Service, he will be entitled to a benefit equal to (i) the vested percentage(s) of the value of the Matching and Employer Contributions credited to his Account, as adjusted for income, expense,... | Label: General |
9e726bf3-d92f-481e-909a-948b40124bae | Clause:
You acknowledge that, subject to applicable law, all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registratio... | Label: Intellectual Property |
83988bc9-9bd9-496f-88c1-31423ceca775 | Clause:
As a condition to Executive’s receipt of any amounts set forth in Section 3(a) or Section 3(b) above, Executive shall execute and not revoke a general release of all claims in favor of the Company (the “ Release ”) in the form substantially similar to the form attached hereto as Exhibit A (and any statutorily p... | Label: Releases |
c5098113-5c9d-4339-87ea-618f55781d39 | Clause:
In the event any part of this Agreement is held to be invalid or unenforceable under the law, this Agreement shall be enforceable to the maximum extent permitted by such law, without invalidating the remainder of this Agreement, or invalidating the effect of such portion of this Agreement elsewhere.
Task: Clas... | Label: Severability |
d2d4929f-94dd-4cac-aec8-f980c2323151 | Clause:
Upon or in connection with any payment in respect of the Award, the Corporation shall first deduct from any cash portion of such payment the full amount of any taxes which the Corporation may be required to withhold with respect to such payment, and to the extent the aggregate cash portion of such payment is in... | Label: Withholdings |
57fd1e53-04ca-4ddb-8e53-32f883404b5d | Clause:
Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement, provided that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the ex... | Label: Cooperation |
b446c526-5fee-4d97-aa81-9b565daf836c | Clause:
Each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein for routine communicat... | Label: Authorizations |
45cd52b2-181d-489f-9ecb-8d0735c2c1df | Clause:
Neither Manager nor any TRS may assign its rights and obligations under this Agreement to any Person without the prior written consent of the other parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Assignments |
180eb497-90ba-43bc-82e2-4c846429ebf8 | Clause:
The Company shall, within four (4) Trading Days immediately following the date hereof, issue a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Publicity |
bd2862a3-534f-4074-b024-2e0c686af033 | Clause:
This Agreement, any other Financing Agreement and any subsequent amendment to any of them may be executed in several counterparts, each of which shall be construed together as one original. Facsimile signatures on this Agreement, any other Financing Agreement and any subsequent amendment to any of them shall be... | Label: Counterparts |
f8ba92ec-cd0e-445e-8bdf-6274621e9511 | 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, each of which when so executed and delivered shall be deemed to be an origi... | Label: Counterparts |
06a5af94-7bae-4966-89ed-33b53a62f890 | Clause:
Employee has seven days after he signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by Employee before that date (the “ Effective Date ”). Notwithstanding anythi... | Label: Effective Dates |
f7caa590-550e-48de-8b43-06fad6183af6 | Clause:
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF ... | Label: Waiver Of Jury Trials |
a4be7717-3712-42bc-86f7-d6e726f6cd5c | Clause:
The Lenders hereby temporarily waive compliance with Section 7.1(a) and (c) of the Credit Agreement, in each case for the Reference Quarter ending March 31, 2017, which waiver shall terminate as of June 30, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Waivers |
7864405d-6a86-4ca9-a5b9-7283bfa1b9b0 | Clause:
The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions conte... | Label: Compliance With Laws |
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